Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. In the event any Proceeding by any Governmental Entity or other Person is commenced or, to the knowledge of the Company or Parent, as applicable, threatened, that questions the validity or legality of the Transactions or seeks damages or an injunction in connection therewith, including stockholder litigation (“Transaction Litigation”), the Company or Parent, as applicable, shall promptly notify the other Party of such Transaction Litigation and shall keep the other Party reasonably informed with respect to the status thereof. Each Party shall give the other Party a reasonable opportunity to participate in the defense or settlement of any Transaction Litigation (at such Party’s cost) and shall consider in good faith, acting reasonably the other Party’s advice with respect to such Transaction Litigation; provided that the Party that is subject to such Transaction Litigation shall not offer or agree to settle any Transaction Litigation without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. In the event any Proceeding by any Governmental Entity or other Person is commenced or, to the knowledge of the Company Firefly or ParentOhm, as applicable, threatened, that questions the validity or legality of the Transactions or seeks damages or an injunction in connection therewith, including stockholder litigation (“Transaction Litigation”), the Company Firefly or ParentOhm, as applicable, shall promptly notify the other Party of such Transaction Litigation and shall keep the other Party reasonably informed with respect to the status thereof. Each Party shall give the other Party a reasonable opportunity to participate in the defense or settlement of any Transaction Litigation (at such Party’s cost) and shall consider in good faith, acting reasonably the other Party’s advice with respect to such Transaction Litigation; provided that the Party that is subject to such Transaction Litigation shall not offer or agree to settle any Transaction Litigation without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. In the event any Proceeding by any Governmental Entity or other Person is commenced or, to the knowledge of the Company or Parent, as applicable, threatened, that questions the validity or legality of the Transactions or seeks damages or an injunction in connection therewith, including stockholder litigation therewith (“Transaction Litigation”), the Company or Parent, as applicable, shall parties agree to promptly (and in any event within two (2) Business Days) notify the other Party party of such Transaction Litigation and shall keep the other Party party reasonably informed with respect to the status thereofthereof and cooperate and use their reasonable best efforts to defend against and respond thereto. Each Party party shall (a) give the other Party party a reasonable opportunity to participate in the defense or settlement of any Transaction Litigation against the first party and (at such Party’s costb) and shall consider in good faith, acting reasonably faith the other Partyparty’s advice with respect to such Transaction Litigation; provided that Litigation and, to the Party that is subject extent practicable, give the other party and its advisors the right to review and comment on any material filings or responses in connection with such Transaction Litigation by or on behalf of the first party. Each party shall not cease to defend, consent to the entry of any judgment, settle or offer or agree to settle or take any other material action with respect to any Transaction Litigation against it without the prior written consent of the other Party party (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. In the event any Proceeding (but excluding any Proceeding under or related to Antitrust Laws, for which Section 6.8 shall control) by any Governmental Entity or other Person (other than the Parties hereto) is commenced or, to the knowledge Knowledge of the Company or Parent, as applicable, threatenedthreatened against such Party, that questions the validity or legality of the Transactions or seeks damages or an injunction in connection therewith, including stockholder litigation (“Transaction Litigation”), the Company or Parent, as applicable, shall promptly notify the other Party of such Transaction Litigation and shall keep the other Party reasonably informed with respect to the status thereof. Each Party shall give the other Party a reasonable opportunity to participate in the defense or settlement of any Transaction Litigation (at such other Party’s cost) and shall consider in good faith, acting reasonably reasonably, the other Party’s advice with respect to such Transaction Litigation; provided provided, that the Party that is subject to such Transaction Litigation shall not offer or agree to settle any Transaction Litigation without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).