Common use of Stockholder Litigation Clause in Contracts

Stockholder Litigation. The Company shall give Parent reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not settle any such stockholder litigation or related Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatened, or claim and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not settle compromise or settle, or agree to compromise or settle, any such stockholder litigation or related Proceeding claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall provide Parent with prompt notice of, and copies of all pleadings and material correspondence relating to, any Legal Proceeding against the Company or any of its directors or officers by any holder of shares of Company Common Stock arising out of or relating to this Agreement or the transactions contemplated by this Agreement. The Company shall give Parent reasonable the opportunity to participate participate, at Parent’s sole cost and expense, in the defense defense, settlement, or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent compromise of any such litigation Legal Proceeding (provided that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not settle any control the defense, strategy and settlement thereof), and no such stockholder litigation settlement or related Proceeding compromise shall be agreed to without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall give Parent reasonable the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and or executive officers relating to the TransactionsMerger and the other transactions contemplated by this Agreement, including whether commenced prior to or after the Mergerexecution and delivery of this Agreement. The Company shall promptly notify Parent of any such litigation agrees that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company it shall not settle or offer to settle any such litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder litigation of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or related Proceeding otherwise, without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatened, or claim and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not settle compromise or settle, or agree to compromise or settle, any such stockholder litigation or related Proceeding claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Without limiting in any way the respective obligations of Parent and the Company under Section 4.2 and Section 5.7, each of Parent and the Company shall give Parent reasonable the other the opportunity to participate in the defense or settlement of any stockholder litigation claim or stockholder Legal Proceeding (including any class action or derivative litigation) against the Company and/or such Party or its officers or directors and officers relating to the Mergers and the other Contemplated Transactions, including the Merger. The Company and no such settlement shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatenedbe agreed to, and no agreement or arrangement with any stockholder shall keep be entered into by Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, or the Company shall not settle any such stockholder litigation or related Proceeding outside the ordinary course of business, without the prior written consent of Parent (the other, which consent with respect to any such settlement shall not be unreasonably withheld, conditioned or delayed). Each of Parent and the Company shall cooperate and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against such claim or Legal Proceeding.

Stockholder Litigation. The Company shall promptly advise Parent orally and in writing of any litigation brought by any stockholder of the Company against the Company and/or its directors relating to this Agreement and/or the transactions contemplated by this Agreement, including the Merger, and shall keep Parent fully informed regarding any such litigation. The Company shall give Parent reasonable the opportunity to participate in in, subject to a customary joint defense agreement, but not control the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating such litigation, shall give due consideration to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis Parent’s advice with respect to the status thereof. Without limiting the generality of the foregoing, the Company such litigation and shall not settle any such stockholder litigation or related Proceeding without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. The Parent and the Company shall give Parent reasonable opportunity (subject to participate a joint defense agreement if applicable) cooperate and consult with one another in the defense or settlement of connection with any stockholder litigation against the Company and/or its either of them or any of their respective directors and or officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereoftransactions contemplated by this Agreement and the Ancillary Agreements. Without limiting Parent and the generality Company shall each use commercially reasonable efforts to prevail in such litigation so as to permit the consummation of the foregoing, transactions contemplated by this Agreement and the Ancillary Agreements in the manner contemplated by this Agreement. The Company shall not settle any such stockholder litigation or related Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. The Each of Parent and the Company shall promptly notify the other of any stockholder litigation against it or any of its Subsidiaries or Representatives arising out of or relating to this Agreement, the Merger or the other Transactions and shall keep the other reasonably informed regarding any such stockholder litigation. Each of Parent and the Company shall give Parent the other reasonable opportunity to participate in consult with it regarding the defense or settlement of any such stockholder litigation against the Company and/or its directors and officers relating shall give due consideration to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis other party’s views with respect to such stockholder litigation. Notwithstanding anything to the status thereof. Without limiting the generality of the foregoingcontrary contained herein, the Company shall not settle or enter into any negotiations or settlement of any such stockholder litigation or related Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed).

Stockholder Litigation. The Company shall give Parent reasonable notice as promptly as practicable of, and the opportunity to participate in (subject to a customary joint defense agreement) the defense or settlement of, any stockholder litigation against the Company or its directors or executive officers relating to or in connection with this Agreement, the Merger or the Contemplated Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company shall not settle any stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoingthis Agreement, the Company shall Merger or the other Contemplated Transactions without Parent’s prior consent (such consent not settle any such stockholder litigation or related Proceeding without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed). The Company shall keep Parent reasonably and promptly informed with respect to the status of such litigation.

Stockholder Litigation. The Company shall promptly notify Parent of any stockholder litigation against it or any of its Subsidiaries or Representatives arising out of or relating to this Agreement, the Merger or the other Transactions and shall keep Parent reasonably informed regarding any such stockholder litigation. The Company shall give Parent reasonable opportunity to participate in consult with it regarding the defense or settlement of any such stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis give due consideration to Parent’s views with respect to such stockholder litigation. Notwithstanding anything to the status thereof. Without limiting the generality of the foregoingcontrary contained herein, the Company shall not settle or enter into any negotiations or settlement of any such stockholder litigation or related Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed).

Stockholder Litigation. The Company shall promptly advise Parent in writing after becoming aware of any Legal Action commenced after the date hereof against the Company or any of its directors by any stockholder of the Company (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Merger) and shall keep Parent reasonably informed regarding any such Legal Action. The Company shall give Parent reasonable the opportunity to participate in in, but not control, the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent negotiations of any such stockholder litigation that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis consider Parent’s views with respect to the status thereof. Without limiting the generality of the foregoing, the Company such stockholder litigation and shall not settle any such stockholder litigation or related Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed, or delayedconditioned).

Stockholder Litigation. The Each of the Company and Parent shall keep the other informed of, and reasonably cooperate with such party in connection with, any stockholder Litigation or claim against such party and/or its directors or officers relating to the Merger or the other transactions contemplated by this Agreement. Subject to the Company’s right to control any such stockholder Litigation, the Company shall give Parent reasonable the opportunity to participate at Parent’s own expense in the defense or settlement of any such stockholder litigation Litigation against the Company and/or its directors and or officers relating to the TransactionsMerger or the other transactions contemplated by this Agreement; provided, including the Merger. The Company shall promptly notify Parent of any such litigation however, that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis no settlement in connection with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not settle any such stockholder litigation or related Proceeding Litigation that purports to directly bind any current shareholders of Parent shall be agreed to without the Parent’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The In connection with any stockholder litigation that may be brought against the Company or its directors relating to the Offer, the Merger or any other transaction contemplated by this Agreement, the Company shall give keep Parent reasonable opportunity and Purchaser, and any counsel that Parent and Purchaser may retain, informed of the status of such litigation and will provide Parent’s and Purchaser’s counsel the right to participate in the defense or settlement of any stockholder such litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify extent Parent of any such litigation that is brought or, to the Knowledge of the Company, threatenedand Purchaser are not otherwise a party thereto, and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not settle enter into any settlement or compromise of any such stockholder litigation or related Proceeding without the Parent’s and Purchaser’s prior written consent of Parent (consent, which consent shall not be unreasonably withheld, conditioned or delayed).