Common use of Potential Litigation Clause in Contracts

Potential Litigation. The Company shall promptly provide to Parent and Purchaser written notice and copies of all pleadings and correspondence in connection with any claim, suit, action, investigation or other proceeding before or by a Governmental Entity against the Company or its directors relating to the transactions contemplated by this Agreement or by the Offer. The Company shall give Parent and Purchaser the opportunity to participate fully in the conduct of the defense or the settlement (but not direct) of any litigation against the Company and its directors relating to any of the transactions contemplated by this Agreement. No settlement of any such litigation shall be agreed to without Parent’s and Purchaser’s prior written consents, which consents shall not be unreasonably withheld, conditioned or delayed.