Common use of Stockholder Litigation Clause in Contracts

Stockholder Litigation. Each party hereto shall promptly notify the other parties hereto in writing of any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company or the Board of Directors of Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other party reasonably informed with respect to the status thereof. The Company shall give Parent the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated by this Section 8.11.

Stockholder Litigation. Each party hereto The Company, the GCL Companies and PubCo shall promptly notify advise SPAC, and SPAC shall promptly advise the other parties hereto in writing Company, as the case may be, of any litigation related to this Agreement, the Merger Action commenced (or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent PubCo (as applicable)) or the knowledge of SPAC, threatened in writingas applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors by any Company Shareholder or SPAC Stockholder relating to this Agreement, the Company Mergers or Parent and/or the members any of the Board of Directors of the Company or the Board of Directors of Parent, as applicable other Transactions (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the CompanyAction, a “Company Transaction Stockholder Litigation”), and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and party shall keep such the other party reasonably informed with respect to the status thereofregarding any such Stockholder Litigation. The Company and PubCo shall give Parent SPAC the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, such Stockholder Litigation brought against the Company or PubCo, any of its Subsidiaries or any of its directors, and no such settlement shall not settle, agree be agreed to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the SPAC’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of SPAC shall give the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, the opportunity to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, participate in the defense or settlement of any such Stockholder Litigation brought against SPAC, any litigation contemplated by this Section 8.11of their respective Subsidiaries or any of their respective directors, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each party hereto shall promptly notify the other parties hereto in writing of any litigation related to this Agreement, the Merger Mergers or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company or the Board of Directors of Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other party reasonably informed with respect to the status thereof. The Company shall give Parent the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated by this Section 8.118.10.

Stockholder Litigation. Each party Party hereto shall promptly notify the other parties Parties hereto in writing of any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (as applicable)such Party, threatened in writing, against the Company or Parent such Party and/or the members of the Board of Directors of the Company or the Board of Directors of Parent, as applicable its directors (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other party Party reasonably informed on a current basis with respect to the status thereof. The Other than with respect to any Company Transaction Litigation where Parent is adverse to the Company, the Company shall give Parent the opportunity to participate participate, subject to a customary joint defense agreement, in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, and the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the prior written consent of Parent (which shall not to be unreasonably withheld, conditioned or delayed). Prior to the consummation of the Merger, without the prior written consent of the Company, Parent shall not settle any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement unless such settlement provides a full and unconditional release for each officer and director of the Company party to such litigation. Without limiting in any way the partiesParties’ obligations under Section 8.01, each of the Company and Parent shall cooperateshall, and shall cause their respective SubsidiariesSubsidiaries to, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, cooperate in the defense against or settlement of any litigation contemplated by this Section 8.118.10.

Stockholder Litigation. Each party hereto The Company and PubCo shall promptly notify advise SPAC, and SPAC shall promptly advise the other parties hereto Company, as the case may be, in writing of any litigation related to this Agreement, the Merger Action commenced (or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent PubCo (as applicable)) or the knowledge of SPAC, threatened in writingas applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors by any Company Shareholder or SPAC Stockholder relating to this Agreement, the Company Mergers or Parent and/or the members any of the Board of Directors of the Company or the Board of Directors of Parent, as applicable other Transactions (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the CompanyAction, a “Company Transaction Stockholder Litigation”), and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and party shall keep such the other party reasonably informed regarding any such Stockholder Litigation. Each of the parties shall reasonably cooperate with respect to the status thereofother in connection with the defense, settlement and compromise of any such Stockholder Litigation. The Company and PubCo shall give Parent SPAC the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, such Stockholder Litigation brought against the Company or PubCo, any of its Subsidiaries or any of its directors, and no such settlement shall not settle, agree be agreed to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the SPAC’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of The SPAC shall give the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, the opportunity to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, participate in the defense or settlement of any such Stockholder Litigation brought against the SPAC, any litigation contemplated by this Section 8.11of their respective Subsidiaries or any of their respective directors, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each party hereto Party shall promptly notify the other parties hereto Party in writing of any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is broughtbrought against such Party, or, to the knowledge its Subsidiaries and/or any of the Company or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company or the Board of Directors of Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time their respective directors and shall keep such the other party Party informed on a reasonably informed current basis with respect to the status thereof. The Company shall (a) give Parent the opportunity to participate participate, at its expense and subject to a customary joint defense agreement, in the defense or settlement of any such litigation, (b) afford Parent a reasonable opportunity to review and comment on filings and responses related thereto, which comments the Company Transaction Litigationshall consider in good faith acting reasonably and (c) keep Parent apprised of, andand consult with Parent with respect to, except to the extent required by applicable Lawproposed strategy and any significant decisions related thereto, and the Company shall not settle, agree settle or offer to settle any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, litigation without the prior written consent of Parent (which shall not to be unreasonably withheld, conditioned or delayed); provided that the Company may restrict the foregoing to the extent that, in its good faith judgment, failure to do so could result in the loss of attorney-client privilege. Without limiting in any way the partiesParties’ obligations under Section 8.017.1, each of the Company and Parent shall cooperateshall, and shall cause their respective SubsidiariesSubsidiaries to, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, cooperate in the defense against or settlement of any litigation contemplated by this Section 8.117.9.

Stockholder Litigation. Each party hereto The Company shall promptly notify advise SPAC, and SPAC shall promptly advise the other parties hereto in writing Company, as the case may be, of any litigation related to this Agreement, the Merger Action commenced (or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (the knowledge of SPAC, as applicable), threatened in writingthreatened) on or after the date of this Agreement against such party, against the any of its Subsidiaries or any of its directors by any Company Shareholder or Parent and/or the members SPAC Stockholder relating to this Agreement or any of the Board of Directors of the Company or the Board of Directors of Parent, as applicable Transactions (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the CompanyAction, a “Company Transaction Stockholder Litigation”), and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and party shall keep such the other party reasonably informed with respect to the status thereofregarding any such Stockholder Litigation. The Company shall give Parent SPAC the opportunity to participate in the defense or settlement of any Company Transaction Litigationsuch Stockholder Litigation brought against the Company, andany of its Subsidiaries or any of its directors, except and no such settlement shall be agreed to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the SPAC’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of The SPAC shall give the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, the opportunity to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, participate in the defense or settlement of any such Stockholder Litigation brought against SPAC, any litigation contemplated by this Section 8.11of its Subsidiaries or any of their respective directors, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each party hereto shall The Company shall, as promptly as practicable under the circumstances, after it has notice of any of the following notify the other parties hereto in writing Parent of any litigation related to this Agreementactions, the Merger suits, claims, governmental investigations or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company proceedings instituted or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members any of the Board of Directors its directors, officers or affiliates, including by any stockholder of the Company (by any stockholder and relating to this Agreement or the Board of Directors of Parenttransactions contemplated hereby, as applicable (“Stockholder Litigation”), before any such litigation court or Governmental Authority, relating to the Company and/or the executive officers or members of the Board of Directors of involving or otherwise affecting the Company, a “Company Transaction Litigation”any of its affiliates, and or any such litigation of its subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. Subject to entry into a customary joint defense agreement, Parent and/or shall have the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other party reasonably informed with respect to the status thereof. The Company shall give Parent the opportunity right to participate in the defense or settlement of any Company Transaction Litigationsuch actions, andsuits, except to the extent required by applicable Lawclaims, investigations or proceedings, the Company shall consult with Parent regarding the defense of any such actions, suits, claims, investigations or proceedings, and the Company may not settle, agree to settle or compromise any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, Stockholder Litigation without the prior written consent of Parent (which shall Parent, such consent not to be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated by this Section 8.11.

Stockholder Litigation. Each party hereto The Company shall promptly notify advise Parent, and Parent and PubCo shall promptly advise the other parties hereto in writing Company, as the case may be, of any litigation related to this Agreement, the Merger Action commenced (or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or the knowledge of Parent (or PubCo, as applicable), threatened in writingthreatened) on or after the date of this Agreement against such party, against the any of its Subsidiaries or any of its directors by any Company Shareholder or Parent and/or Stockholder relating to this Agreement, the members Business Combination or any of the Board of Directors of the Company or the Board of Directors of Parent, as applicable other Transactions (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the CompanyAction, a “Company Transaction Stockholder Litigation”), and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and party shall keep such the other party reasonably informed with respect to the status thereofregarding any such Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any Company Transaction Litigationsuch Stockholder Litigation brought against the Company, andany of its Subsidiaries or any of its directors, except and no such settlement shall be agreed to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of Parent and PubCo shall give the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, the opportunity to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, participate in the defense or settlement of any such Stockholder Litigation brought against Parent or PubCo, any litigation contemplated by this Section 8.11of their respective Subsidiaries or any of their respective directors, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each party hereto The Company shall promptly notify advise Acquiror, and Acquiror shall promptly advise the other parties hereto in writing Company, as the case may be, of any litigation related Action commenced (or to the knowledge of the Company or the knowledge of Acquiror (as applicable), threatened) after the date of this Agreement against such party, any of its Subsidiaries or any of its directors (any such party, as applicable, a “Defending Party”) by any Company Stockholder or any Acquiror Stockholder relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company or the Board of Directors of Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a “Company Transaction Litigation”Transactions, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and Defending Party shall keep such the other party reasonably informed regarding any such litigation. The Defending Party shall control the defense of any such Action, provided that the other party (a) shall give the other party a reasonable opportunity to participate (at its own expense) in the defense of (or any settlement discussions with respect to) any such Action against any of the AEye Companies or Acquiror or any of their respective directors, (b) shall keep the other party informed as to the status thereof. The Company shall give Parent the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, the Company thereof and (c) shall not settle, compromise, come to an arrangement regarding or cease defending against (or agree or consent to any undertakings of the foregoing with respect to) any such Action against any of the AEye Companies or approve Acquiror or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, of its directors without the prior written consent of Parent the other party (which shall not to be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated by this Section 8.11.

Stockholder Litigation. Each party hereto The Company shall promptly notify advise SPAC, and SPAC shall promptly advise the other parties hereto in writing Company, as the case may be, of any litigation related to this Agreement, the Merger Action commenced (or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (the knowledge of SPAC, as applicable), threatened in writing) on or after the date of this Agreement against such party, against the any of its Subsidiaries or any of its directors by any Company Shareholder or Parent and/or the members SPAC Stockholder relating to this Agreement or any of the Board of Directors of the Company or the Board of Directors of Parent, as applicable Transactions (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the CompanyAction, a “Company Transaction Stockholder Litigation”), and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and party shall keep such the other party reasonably informed with respect to the status thereofregarding any such Stockholder Litigation. The Company shall give Parent SPAC the opportunity to participate in the defense or settlement of any Company Transaction Litigationsuch Stockholder Litigation brought against the Company, andany of its Subsidiaries or any of its directors, except and no such settlement shall be agreed to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the SPAC’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of The SPAC shall give the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, the opportunity to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, participate in the defense or settlement of any such Stockholder Litigation brought against SPAC, any litigation contemplated by this Section 8.11of its Subsidiaries or any of their respective directors, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each party hereto shall promptly notify the other The parties hereto in writing of any litigation related to this Agreement, Agreement shall cooperate and consult with one another in connection with any stockholder litigation against any of them or any of their respective directors or officers with respect to the Merger or the other transactions contemplated by this Agreement Agreement; provided, however, nothing herein shall require either party to take any action that is brought, would jeopardize the work product privilege or the attorney-client privilege or violate any Law or, provided the Company uses its reasonable efforts to obtain appropriate relief from the knowledge restrictions set forth in such agreement, any binding agreement. In furtherance of and without in any way limiting the foregoing, each of the Company or Parent (parties shall use its respective reasonable best efforts to prevail in such litigation so as applicable)to permit the consummation of the Transactions in the manner contemplated by this Agreement. Notwithstanding the foregoing, threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company or the Board of Directors of agrees that it will give due consideration to Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other party reasonably informed 's advice with respect to any such stockholder litigation, and will not compromise or settle any litigation commenced against it or its directors or officers relating to this Agreement or the status thereof. The Company shall give Parent transactions contemplated hereby (including the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, Merger) without the Parent's prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of ) (other than a settlement which only requires the Company to pay money damages which are fully covered and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, paid by the Company's insurance carrier except for deductibles (up to cooperatebut in no case exceeding $500,000 in the aggregate) provided in the relevant insurance policy and which settlement expressly and unconditionally releases the Company, and shall use its reasonable best efforts directors, officers, and other Representatives from all liabilities and obligations with respect to cause its Representatives to cooperatesuch claim, in the defense against any litigation contemplated by this Section 8.11with prejudice).

Stockholder Litigation. Each party hereto shall promptly notify the other parties hereto in writing of any litigation related to this Agreement, the Merger Mergers or the other oth- er transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company or the Board of Directors of Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other oth- er party reasonably informed with respect to the status thereof. The Company shall give Parent the opportunity to participate in the defense or settlement of any Company Transaction LitigationLitiga- tion, and, except to the extent required by applicable Applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated contemplat- ed by this Section 8.118.10.

Stockholder Litigation. Until the termination of this Agreement in accordance with Article VII, the Company shall provide Parent an opportunity to participate in the defense, settlement and prosecution of any stockholder litigation against the Company or its directors relating to any Transaction (the “Transaction Litigation”) and consult with Parent with respect to the defense, settlement and prosecution of any such stockholder litigation, including the opportunity to review and to propose comments to all material filings or responses to be made by the Company in connection with any such stockholder litigation and the Company shall give reasonable and good faith consideration to any comments proposed by Parent. In no event shall the Company enter into, agree to or disclose any settlement with respect to such stockholder litigation without Parent’s consent, such consent not to be unreasonably withheld, delayed or conditioned, except to the extent such settlement is fully covered by the Company’s insurance policies (other than any applicable deductible), but only if such settlement would not result in the imposition of any material restriction on the business or operations of the Company or any of the Company Subsidiaries or affiliates. Each party hereto of Parent and the Company shall notify the other promptly of the commencement of any such stockholder litigation of which it has received notice and prior to the Effective Time, each of (x) the Company and (y) Parent and Merger Sub shall promptly notify the other parties hereto of all (i) notices and other communications received by the Company or the Company Subsidiaries or Parent or any of its subsidiaries from any Governmental Entity in writing of any litigation related to this Agreement, connection with the Merger or any other transaction contemplated by this Agreement or from any Person alleging that the other consent of such Person is required in connection with the transactions contemplated by this Agreement that is broughtAgreement, or, to if the knowledge subject matter of the Company or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company such communication or the Board failure of Directors of Parent, as applicable (any such litigation relating party to the Company and/or the executive officers or members of the Board of Directors of obtain such consent could be material to the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other party reasonably informed with respect to the status thereof. The Company shall give Parent the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicableParent or Merger Sub and (ii) civil, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated by this Section 8.11.criminal or

Stockholder Litigation. Each party hereto shall promptly notify (a) In the other parties hereto in writing of event that any litigation related to this Agreement, the Merger other Transaction Agreements or any or the other transactions contemplated hereby or thereby is brought, or, to the knowledge of Acquiror, threatened in writing, against Acquiror or the board of directors of Acquiror by any of the Acquiror Stockholders prior to the Closing, Acquiror shall promptly notify the Company of any such litigation and keep the Company reasonably informed with respect to the status thereof. Acquiror shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, shall give due consideration to the Company’s advice with respect to such litigation and shall not settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned, delayed or denied. (b) In the event that any litigation related to this Agreement that Agreement, the other Transaction Agreements or any or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company or Parent (as applicable)Company, threatened in writing, against the Company or Parent and/or the members board of the Board of Directors directors of the Company or by any of the Board holders of Directors the Company’s Equity Securities prior to the Closing, the Company shall promptly notify Acquiror of Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other party Acquiror reasonably informed with respect to the status thereof. The Company shall give Parent provide Acquiror the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense or settlement of any Company Transaction Litigationsuch litigation, and, except shall give due consideration to the extent required by applicable Law, the Company Acquiror’s advice with respect to such litigation and shall not settle, agree to settle any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, litigation without the prior written consent of Parent (which shall Acquiror, such consent not to be unreasonably withheld, conditioned conditioned, delayed or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated by this Section 8.11denied.

Stockholder Litigation. Each party hereto The Company and PubCo shall promptly notify advise SPAC, and SPAC shall promptly advise the other parties hereto in writing Company, as the case may be, of any litigation related to this Agreement, the Merger Action commenced (or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent PubCo (as applicable)) or the knowledge of SPAC, threatened in writingas applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors by any Company Shareholder or SPAC Stockholder relating to this Agreement, the Company Mergers or Parent and/or the members any of the Board of Directors of the Company or the Board of Directors of Parent, as applicable other Transactions (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the CompanyAction, a “Company Transaction Stockholder Litigation”” ), and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and party shall keep such the other party reasonably informed with respect to the status thereofregarding any such Stockholder Litigation. The Company and PubCo shall give Parent SPAC the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, such Stockholder Litigation brought against the Company or PubCo, any of its Subsidiaries or any of its directors, and no such settlement shall not settle, agree be agreed to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the SPAC’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of The SPAC shall give the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, the opportunity to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, participate in the defense or settlement of any such Stockholder Litigation brought against the SPAC, any litigation contemplated by this Section 8.11of their respective Subsidiaries or any of their respective directors, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each party hereto Xxxxxxx and PubCo shall promptly notify advise SPAC, and SPAC shall promptly advise Xxxxxxx and PubCo, as the other parties hereto case may be, in writing of any litigation related to this Agreement, the Merger Action commenced (or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of Xxxxxxx or the Company or Parent (knowledge of SPAC, as applicable), threatened in writingthreatened) on or after the date of this Agreement against such Party, against the Company any of its Subsidiaries or Parent and/or the members any of the Board of Directors of the Company its directors by any Xxxxxxx Shareholder or SPAC Stockholder relating to this Agreement or the Board of Directors of Parent, as applicable Transactions (any such litigation relating to Action, “Stockholder Litigation”), and such Party shall keep the Company and/or the executive officers or members other Parties reasonably informed regarding any such Stockholder Litigation. Each of the Board Parties shall reasonably cooperate with the other Parties in connection with the defense, settlement and compromise of Directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Stockholder Litigation”) prior to the Effective Time . Xxxxxxx and shall keep such other party reasonably informed with respect to the status thereof. The Company PubCo shall give Parent SPAC the opportunity to participate in the defense or settlement of any Company Transaction Litigationsuch Stockholder Litigation brought against Xxxxxxx or PubCo, andany of their respective Subsidiaries or any of their respective directors, except and no such settlement shall be agreed to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the SPAC’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way SPAC shall give Xxxxxxx the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, opportunity to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, participate in the defense or settlement of any such Stockholder Litigation brought against SPAC or any litigation contemplated by this Section 8.11of its directors, and no such settlement shall be agreed to without the prior written consent of Xxxxxxx (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each party hereto shall promptly notify the other parties hereto in writing of any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company or the Board of Directors of Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a ““ Company Transaction LitigationLitigation ”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a ““ Parent Transaction LitigationLitigation ”) prior to the Effective Time and shall keep such other party reasonably informed with respect to the status thereof. The Company shall give Parent the opportunity to participate in the defense or settlement of any Company Transaction Litigation, and, except to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated by this Section 8.11.

Stockholder Litigation. Each party hereto of FSB and Xxxxx shall promptly notify the each other parties hereto in writing of any litigation related action, arbitration, audit, hearing, investigation, litigation, suit, subpoena or summons issued, commenced, brought, conducted or heard by or before, or otherwise involving, any Regulatory Authority or arbitrator pending or, to the Knowledge of FSB or Xxxxx, as applicable, threatened against FSB, Xxxxx or any of their respective Subsidiaries or Representatives that (a) questions or would reasonably be expected to question the validity of this Agreement, the Merger Agreement or the other agreements contemplated hereby or thereby or any actions taken or to be taken by FSB, Xxxxx or their respective Subsidiaries with respect hereto or thereto or (b) seeks to enjoin or 57 otherwise restrain the transactions contemplated hereby or thereby. FSB shall give Xxxxx prompt notice of any stockholder litigation against FSB or its directors or officers relating to the transactions contemplated by this Agreement that is brought, or, to the knowledge of the Company or Parent (as applicable), threatened in writing, against the Company or Parent and/or the members of the Board of Directors of the Company or the Board of Directors of Parent, as applicable (any such litigation relating to the Company and/or the executive officers or members of the Board of Directors of the Company, a “Company Transaction Litigation”, and any such litigation relating to Parent and/or the executive officers or members of the Board of Directors of Parent, a “Parent Transaction Litigation”) prior to the Effective Time and shall keep such other party reasonably informed with respect to the status thereof. The Company shall give Parent the Xxxxx every opportunity to participate in the defense or settlement of such litigation, provided that no such settlement shall be agreed to by any Company Transaction Litigation, and, except to the extent required by applicable Law, the Company shall not settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Company Transaction Litigation, FSB Entity without the Xxxxx’x prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned). Without limiting in any way the parties’ obligations under Section 8.01, each of the Company and Parent shall cooperate, shall cause their respective Subsidiaries, as applicable, to cooperate, and shall use its reasonable best efforts to cause its Representatives to cooperate, in the defense against any litigation contemplated by this Section 8.11.