Transaction Challenges. (a) From and after the date hereof, Strongbridge shall promptly advise Novo Nordisk in writing of any actions, suits or proceedings (including derivative or share shareholder claims) commenced or, to the knowledge of Strongbridge, threatened in writing against Strongbridge and/or its directors or officers relating to the Transactions or this Agreement. Strongbridge shall consult with Novo Nordisk in Strongbridge’s defense or settlement of any such actions, suits or proceedings (other than any litigation or settlement between Strongbridge or any of its Affiliates and Novo Nordisk or any of its respective Affiliates) against Strongbridge or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any other court in connection with the Transactions or this Agreement and shall give due consideration to Novo Nordisk’s views with respect thereto. Strongbridge shall not agree to any settlement of any such action, suit or proceeding (including derivative or share shareholder claims) without Novo Nordisk’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
(b) From and after the date hereof, Novo Nordisk shall promptly advise Strongbridge in writing of any actions, suits or proceedings (including derivative or share shareholder claims) commenced or, to the knowledge of the Novo Nordisk, threatened in writing against Novo Nordisk and/or its directors or officers relating to the Transactions or this Agreement. Novo Nordisk shall consult with Strongbridge in Novo Nordisk’s defense or settlement of any such actions, suits or proceedings (other than any litigation or settlement between Novo Nordisk or any of its Affiliates and Strongbridge or any of its respective Affiliates) against Novo Nordisk or its directors or officers, and any actual or threatened complaints or challenges that may be brought any other in connection with the Transactions or this Agreement and shall give due consideration to Strongbridge’s views with respect thereto. Novo Nordisk shall not agree to any settlement of any such action, suit or proceeding (including derivative or share shareholder claims) without Strongbridge’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Transaction Challenges. 7.5.1 King shall consult and cooperate with AB in King’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between King or any of its Affiliates and AB, AB Sub or any of their respective Affiliates) against King or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland and/or any court in the United States in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
7.5.2 AB shall consult and cooperate with King in AB’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between AB, AB Sub or any of their respective Affiliates and King and any of its Affiliates) against AB or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland and/or in any court in the United States in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
Transaction Challenges. 7.12.1. Elan shall consult and cooperate with Bidder in Elan’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Elan or any of its Affiliates and the Bidder, any Bidder Merger Party or any of their respective Affiliates) against Elan or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland or the United States in connection with the Scheme, relating to the transactions contemplated by this Agreement or the Expenses Reimbursement Agreement and Elan agrees that it will not settle or compromise (any such actual or threatened litigation, complaint or challenge, a “Transaction Challenge”) without the consent of Bidder (not to be unreasonably withheld, delayed or conditioned).
7.12.2. Bidder shall consult and cooperate with Elan in Bidder’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between the Bidder, any Bidder Merger Party or any of their respective Affiliates and Elan and any of its Affiliates) against the Bidder or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court of Ireland and/or in any court in the United States in connection with the Scheme, the Acquisition or the Merger, relating to the transactions contemplated by this Agreement, or the Expenses Reimbursement Agreement.
Transaction Challenges. (a) Glantus will consult and co-operate, with Bidco in Glantus’ defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Glantus or any of its Affiliates and Bidco or Basware (or any of its Affiliates)) against Glantus or any of their respective directors, officers or employees, and any actual or threatened complaints or challenges that may be brought in any court in Ireland (or any other jurisdiction) in connection with the Scheme, the Transaction, this Agreement or the Expenses Reimbursement Agreement.
(b) Bidco will consult and co-operate with Glantus in Bidco’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Bidco, Basware (or any of its Affiliates) and Glantus or any of its Affiliates) against Basware or any of their respective directors, officers or employees, and any actual or threatened complaints or challenges that may be brought in any court in Ireland (or any other jurisdiction) in connection with the Scheme (or any Takeover Offer), the Transaction, this Agreement or the Expenses Reimbursement Agreement.
Transaction Challenges. (a) IFG shall consult and cooperate with Bidco in IFG’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between IFG or any of its Affiliates and Bidco or any of member of the Epiris Group) against IFG or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any court in 28 Ireland or any court in the UK in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
(b) Bidco shall consult and cooperate with IFG in Bidco’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Bidco, Epiris, or any other member of the Epiris Group and IFG and any of its Affiliates) against Bidco or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any court in Ireland or in any court in the UK in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
Transaction Challenges. (a) INM shall consult and cooperate with Mediahuis in INM’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between INM or any of its Affiliates and Mediahuis or any of member of the Mediahuis Group) against INM or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any court in Ireland, Belgium or the UK in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
(b) Mediahuis shall consult and cooperate with INM in Mediahuis’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Mediahuis, or any other member of the Mediahuis Group and INM and any of its Affiliates) against Mediahuis or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any court in Ireland, Belgium or the UK in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
Transaction Challenges. (a) Target shall consult and cooperate with Zoetis in Target’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Target or any of its Affiliates and Zoetis or any of its respective Affiliates) against Target or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland or any court in the United States or Australia in connection with the Scheme, the Proxy Statement, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
(b) Zoetis shall consult and cooperate with Target in Zoetis’ defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Zoetis or any of its respective Affiliates and Target and any of its Affiliates) against Zoetis or Zoetis Bidco or their directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland or in any court in the United States or Australia in connection with the Scheme, the Proxy Statement, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
Transaction Challenges. (a) The Company shall consult and cooperate with Concord in the Company’s defense or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between the Company or any of its affiliates and Concord or any of its affiliates), against the Company or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the Irish High Court or any other court in Ireland or the United States in connection with the Scheme, relating to the transactions contemplated by this Agreement and the Company agrees that it will not settle or compromise (any such actual or threatened litigation, complaint or challenge, a “Transaction Challenge”) without Concord’s consent (not to be unreasonably withheld, delayed or conditioned).
(b) Concord shall consult and cooperate with the Company in Concord’s defense or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between the Company or any of its affiliates and Concord or any of its affiliates) against Concord or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the Irish High Court and/or in any court in the United States in connection with the Scheme, the Acquisition or the Merger, relating to the transactions contemplated by this Agreement.
Transaction Challenges. (a) Yew Grove will consult and co-operate with Bidco in Yew Grove's defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Yew Grove or any of its Affiliates and Bidco or Slate (or any of its Affiliates)) against Yew Grove or any of their respective directors, officers or employees, and any actual or threatened complaints or challenges that may be brought in any court in Ireland (or any other jurisdiction) in connection with the Scheme (or any Takeover Offer), the Transactions, this Agreement, the Expenses Reimbursement Agreement or the Escrow Agreement.
(b) Slate and Bidco will consult and co-operate with Yew Grove in Bidco's defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Bidco, Slate (or any of its Affiliates) and Yew Grove (or any of its Affiliates)) against Slate or Bidco or any of their respective directors, officers or employees, and any actual or threatened complaints or challenges that may be brought in any court in Ireland (or any other jurisdiction) in connection with the Scheme (or any Takeover Offer), the Transactions, this Agreement, the Expenses Reimbursement Agreement or the Escrow Agreement.
