Company Litigation. (a) The Company and Parent shall give each other the opportunity to participate in the defense, settlement and/or prosecution of any Transaction Litigation and (b) the Company (i) shall not, and shall cause its Subsidiaries and Representatives not to, compromise, settle, offer or propose to settle, or otherwise take any material action in respect of (A) any Company Litigation, (B) any other material civil litigation, investigation, arbitration, proceeding or claim involving or against the Company or any of its Subsidiaries or (C) any litigation, investigation, arbitration, proceeding or other claim involving or against the Company or any of its Subsidiaries brought by a Governmental Authority or otherwise involving regulatory action or involving criminal charges or allegations or consent or commit to the taking of any of the foregoing actions, unless in each case Parent shall have consented in advance and in writing and (ii) after receipt of the Company Stockholder Approval, shall, if requested by Parent, use its reasonable best efforts to settle any unresolved Company Litigation in accordance with Parent’s direction.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Ebix Inc)
