Common use of Stockholder Litigation Clause in Contracts

Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or the members of the Company Board relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such litigation without the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall will promptly provide Parent with any pleadings and correspondence relating to any Proceedings involving the Company or any of its officers or directors relating to this Agreement, the Support Agreement or the transactions contemplated hereby or thereby (including derivative claims) and will keep Parent reasonably informed regarding the status of any such Proceedings. The Company will cooperate with, and to the extent reasonably practicable, give Parent the opportunity to consult and participate in with respect to the defense or settlement of any stockholder litigation against the Company and/or the members of the Company Board relating such Proceeding, and no such settlement will be agreed to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such litigation without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned).

Stockholder Litigation. The Company shall control, and the Company shall give Parent the opportunity to participate in the defense or settlement of, any Action brought by stockholders of any stockholder litigation the Company against the Company and/or the members of the Company Board its directors relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement, including the Offer, the exercise of the Top-Up Option and the Mergers; provided provided, however, that the Company shall in not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any event control such defense and/or settlement and Action arising or resulting from the disclosure of information in connection therewith shall be subject transactions contemplated by this Agreement, or consent to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such litigation same without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall control, and the Company shall give Parent the opportunity to participate in the defense or settlement of, any Action brought by stockholders of any stockholder litigation the Company against the Company and/or the members of the Company Board its directors relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement, including the Offer, the exercise of the Top-Up Option and the Merger; provided provided, however, that the Company shall in not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any event control such defense and/or settlement and Action arising or resulting from the disclosure of information in connection therewith shall be subject transactions contemplated by this Agreement, or consent to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such litigation same without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors or executive officers relating to the members transactions contemplated by this Agreement, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company Board relating to the Merger, this Agreement or any of the transactions other transaction contemplated by this Agreement; provided that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6hereby or otherwise, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such litigation without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. The Company shall provide Parent with prompt notice of and copies of all proceedings and correspondence relating to any Action against the Company, any of its Subsidiaries or any of their respective directors or officers by any stockholder of the Company arising out of or relating to this Agreement or the transactions contemplated by this Agreement. The Company shall give Parent the opportunity to participate in the defense or settlement of any such stockholder litigation against the Company and/or the members of the Company Board relating Action, shall give due consideration to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided that the Company shall in any event control Parent’s advice with respect to such defense and/or settlement stockholder Action and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle or offer to settle any such litigation Action without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Subject to applicable law, the Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or the members of the Company Board its directors or executive officers relating to the Merger, this Agreement or any of Arrangement and the other transactions contemplated by this Agreement; provided . The Company agrees that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against it or its directors, executive officers or similar persons by any stockholder of such litigation party relating to the Arrangement or the other transactions contemplated by this Agreement without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned).

Stockholder Litigation. The Company shall give Parent Parent, at Parent’s sole cost and expense, the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or the members of the Company Board its directors or officers relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided . The Company agrees that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company it shall not settle or offer to settle any such litigation commenced on or after the date hereof against the Company or any of its directors or officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated by this Agreement or otherwise, without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation brought by or on behalf of the Company’s stockholders against the Company and/or the members of or the Company Board (or directors thereof) relating to the Merger, this Agreement or any of Merger and the other transactions contemplated by this Agreement; provided provided, that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.66.7, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, that the Company shall not settle any such litigation without the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors or executive officers relating to the members Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any 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 of the Company Board relating to this Agreement, the Offer, the Merger, this Agreement any other transaction contemplated hereby or any of the transactions contemplated by this Agreement; provided that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6otherwise, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such litigation without the prior written consent of Parent (such consent Parent, not to be unreasonably withheld, conditioned delayed or delayed)conditioned.

Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or the members of the Company Board its directors relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided , whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company it shall not settle or offer to settle any such litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent (such Parent, which consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or the members of the Company Board and its directors relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided that Agreement until the Effective Time of the Merger, and thereafter, shall give Parent the opportunity to direct the defense of such litigation and, if Parent so chooses to direct such litigation, Parent shall give the Company shall and its directors an opportunity to participate in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilegelitigation; provided, furtherhowever, that, notwithstanding the foregoing, the Company that no settlement of litigation shall not settle any such litigation be agreed to without the consent of Parent (such Parent, the Company and its directors, which consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or the members of the Company Board its directors relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided that , in which case Parent and the Company shall in any event control such use commercially reasonable efforts to enter into a mutually reasonably acceptable joint defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the agreement. The Company shall not settle or offer to settle any such litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent (such Parent, which consent will not to be unreasonably withheld, conditioned or delayed), or as otherwise required by applicable Law.

Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or the members of the Company Board its directors and officers relating to the Merger, this Agreement or the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or, to the Knowledge of the transactions contemplated by this Agreement; provided that the Company Company, threatened in writing and shall in any event control such defense and/or settlement keep Parent reasonably and the disclosure of information in connection therewith shall be subject promptly informed on a current basis with respect to the provisions status thereof. Without limiting the generality of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such stockholder litigation or related Proceeding without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Company shall promptly notify Parent of, and shall give Parent and Sub the opportunity to participate in the defense or settlement of of, any stockholder litigation Litigation brought by the Company’s stockholders against the Company and/or the members of the Company Board of Directors relating to the MergerTransactions and shall keep Parent reasonably informed with respect to the status thereof; provided, this Agreement or any of the transactions contemplated by this Agreement; provided however, that the Company shall in not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any event control such defense and/or settlement and Litigation arising or resulting from the disclosure of information in connection therewith shall be subject Transactions, or consent to the provisions of Section 6.6same, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such litigation without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. The Prior to the Effective Time, each of Parent and the Company shall use all reasonable efforts to settle, and the Company shall give Parent the opportunity to participate in in, at the Parent’s expense, the defense or settlement of of, any stockholder litigation against the Company and/or the members of the Company Board or its directors relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided provided, however, that the Company shall in any event control no such defense and/or settlement and the disclosure of information in connection therewith shall be subject agreed to the provisions of Section 6.6without Parent’s consent, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company which shall not settle any such litigation without the consent of Parent (such consent not to be unreasonably withheld; provided further, conditioned or delayed)however, that no such settlement the result of which would be to prevent the consummation of the Merger shall be agreed to without the Company’s consent, which shall not be unreasonably withheld.