Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, of any stockholder demands, litigations, arbitrations or other similar action (including derivative claims) commencing against their respective directors or officers relating to this Agreement or any of the transactions contemplated by this Agreement (collectively, the “Transaction Litigation”) and shall keep each other informed regarding any Transaction Litigation. The Company and Parent shall cooperate with the other in the defense or settlement of any Transaction Litigation and shall in good faith consult with each other on a regular basis regarding the defense or settlement of such Transaction Litigation and shall give each other’s advice with respect to such Transaction Litigation reasonable consideration. None of the Company, Parent or any of their respective Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of Parent or the Company, as applicable (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, of any stockholder demands, litigations, arbitrations or other similar action actions (including derivative claims) commencing against their respective directors or officers relating to this Agreement or any of the transactions contemplated by this Agreement (collectively, the “Transaction Litigation”) and shall keep each other informed regarding any Transaction Litigation. The Company and Parent shall cooperate with the other in the defense or settlement of any Transaction Litigation and shall in good faith consult with each other on a regular basis regarding the defense or settlement of such Transaction Litigation and shall give each other’s advice with respect to such Transaction Litigation reasonable consideration. None of the Company, Parent or any of their respective Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of Parent or the Company, as applicable (such consent not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. The Each of the Company shall promptly notify Parent, and Parent shall promptly notify the Company, other of any stockholder demands, litigations, arbitrations or other similar action shareholder Proceedings (including derivative claims) commencing commenced against their it or its respective directors or officers relating to this Agreement or any of the transactions contemplated by this Agreement Transactions or any matters relating thereto (collectively, the “Transaction Litigation”) and shall keep each the other Party informed regarding any Transaction Litigation and the Specified Litigation. The Company and Parent shall cooperate with the other Parent in the defense or settlement of any Transaction Litigation and the Specified Litigation and shall in good faith consult with each other on a regular basis regarding give Parent the opportunity to direct the defense or settlement of such Transaction Litigation and Specified Litigation and shall give each otherParent’s advice due consideration with respect to such Transaction Litigation reasonable considerationand Specified Litigation. None Prior to the Effective Time, none of the Company, Parent Company or any of their respective its Subsidiaries shall settle or offer to settle any Transaction Litigation or the Specified Litigation without the prior written consent of Parent or the Company, as applicable (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. The Company shall promptly notify Parent, and Parent shall promptly notify In the Company, of event that any stockholder demands, litigations, arbitrations or other similar action (including derivative claims) commencing against their respective directors or officers relating shareholder litigation related to this Agreement or the Transactions is brought, or, to the Company’s Knowledge, threatened, against the Company or any members of the transactions contemplated by Company Board from and following the date of this Agreement and prior to the Effective Time (collectivelysuch litigation, the “Transaction Litigation”) and ), the Company shall keep each other informed regarding any Transaction Litigation. The Company and as promptly as reasonably practicable notify Parent shall cooperate with the other in the defense or settlement of any Transaction Litigation and shall in good faith consult with each other on a regular basis regarding the defense or settlement of such Transaction Litigation and shall keep Parent reasonably informed with respect to the status thereof. The Company shall give each otherParent the opportunity to participate in the defense or settlement and shall consider in good faith Parent’s advice with respect to such Transaction Litigation reasonable consideration. None Litigation; provided that the Company shall in any event control such defense or settlement and the disclosure of information to Parent in connection therewith shall be subject to the Companyprovisions of Section 7.7; provided, Parent or any of their respective Subsidiaries further, that the Company shall settle or offer not agree to settle any Transaction Litigation without the prior written consent of Parent or the Company, as applicable (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. The Company shall promptly notify Parent, and Parent shall promptly notify In the Company, of event that any stockholder demands, litigations, arbitrations or other similar action (including derivative claims) commencing against their respective directors or officers relating litigation related to this Agreement Agreement, the Merger or any of the other transactions contemplated by this Agreement is brought, or threatened in writing, against the Company, its officers or any members of its Board of Directors after the date of this Agreement and prior to the Effective Time (collectively, the “Transaction Litigation”) ), the Company shall promptly notify Parent of any such Transaction Litigation and shall keep each other Parent reasonably informed regarding any with respect to the status thereof, including, by promptly providing Parent copies of all proceedings and correspondence relating to such Transaction Litigation. The Company and shall give Parent shall cooperate with the other opportunity to participate in the defense or settlement of any Transaction Litigation and shall consider in good faith consult with each other on a regular basis regarding the defense or settlement of such Transaction Litigation and shall give each otherParent’s advice with respect to such Transaction Litigation reasonable considerationLitigation. None of the Company, Parent or any of their respective Subsidiaries The Company shall not settle or offer agree to settle any Transaction Litigation Litigation, or take any action to settle, without the Parent’s prior written consent of Parent or the Company, as applicable (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned).

Transaction Litigation. The Each of the Company shall promptly notify Parent, and Parent shall promptly notify the Company, other of any stockholder demands, litigations, arbitrations or other similar action shareholder Proceedings (including derivative claims) commencing commenced against their it or its respective directors or officers relating to this Agreement or any of the transactions contemplated by this Agreement Transactions or any matters relating thereto (collectively, the “"Transaction Litigation”") and shall keep each the other Party informed regarding any Transaction Litigation and the Specified Litigation. The Company and Parent shall cooperate with the other Parent in the defense or settlement of any Transaction Litigation and the Specified Litigation and shall in good faith consult with each other on a regular basis regarding give Parent the opportunity to direct the defense or settlement of such Transaction Litigation and Specified Litigation and shall give each other’s Parent's advice due consideration with respect to such Transaction Litigation reasonable considerationand Specified Litigation. None Prior to the Effective Time, none of the Company, Parent Company or any of their respective its Subsidiaries shall settle or offer to settle any Transaction Litigation or the Specified Litigation without the prior written consent of Parent or the Company, as applicable (such which consent shall not to be unreasonably withheld, conditioned or delayed).

Transaction Litigation. The Company shall notify Parent promptly notify Parentof the commencement of, and promptly advise Parent shall promptly notify the Company, of any material developments with respect to, any stockholder demands, litigations, arbitrations litigation brought or other similar action (including derivative claims) commencing threatened in writing against their respective the Company or its directors or officers relating to this Agreement or any of the transactions contemplated by this Agreement Transactions (collectively, the “Transaction Litigation”) and shall keep each other Parent reasonably informed regarding with respect to the status thereof. The Company shall be entitled to direct and control the defense of any Transaction Litigation. The ; provided, however, that the Company shall consult with, and shall give Parent shall cooperate with the other right to, participate in the defense defense, negotiation or settlement of any Transaction Litigation and the Company shall in give reasonable and good faith consult with each other on a regular basis regarding the defense or settlement of such Transaction Litigation and shall give each otherconsideration to Parent’s advice with respect to such Transaction Litigation reasonable considerationLitigation. None of the CompanyThe Company shall not, Parent or and shall not permit any of their respective Subsidiaries shall its Representatives to, acting on its behalf, consent to the entry of any judgment, offer to settle or offer to settle any Transaction Litigation without the Parent’s prior written consent of Parent or the Company, as applicable (such consent which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned).

Transaction Litigation. The Company shall promptly notify Parent, and Parent shall promptly notify the Company, of any stockholder demands, litigations, arbitrations or other similar action (including derivative claims) commencing all Actions commenced against their it and/or its respective directors or officers relating to this Agreement or any of the transactions contemplated by this Agreement hereby (including the Merger) or any matters relating thereto (collectively, the “Transaction Litigation”) and shall keep each other Parent informed regarding any such Transaction Litigation. The Company and (i) shall give Parent shall cooperate with the other reasonable opportunity to participate in the defense or and settlement of any Transaction Litigation Litigation, and shall in good faith consult with each other (ii) keep Parent reasonably apprised on a regular prompt basis regarding the defense of proposed strategy and other significant decisions with respect to any Transaction Litigation. Parent may offer comments or settlement of such Transaction Litigation and shall give each other’s advice suggestions with respect to such Transaction Litigation reasonable considerationLitigation, which the Company shall consider in good faith. None of the Company, Parent or any of their respective Subsidiaries The Company shall not settle or offer offer, compromise or agree to settle or compromise, or take any other action to settle, compromise or moot, any Transaction Litigation without the Parent’s prior written consent of Parent or the Company, as applicable (such consent which shall not to be unreasonably withheld, conditioned or delayed). For avoidance of doubt, any and all cooperation and exchange of documents and information between and among the Parent and Company (and their respective representatives) with regard to Transaction Litigation shall be deemed to be subject to the common interest doctrine.