Common use of Stockholder Actions Clause in Contracts

Stockholder Actions. In the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Company's Knowledge or Parent's Knowledge (as applicable), threatened in a writing delivered to any party hereto (or any of the Subsidiaries of such party), against any party hereto or any of such party's respective Subsidiaries or any of the directors of the foregoing ("Transaction Litigation"), such party shall promptly notify the other parties in writing of such Transaction Litigation and shall keep the other parties informed on a reasonably current basis with respect to the status thereof, in each case, only to the extent that providing such information would not, in the reasonable judgment of such party, jeopardize any privilege with respect thereto regarding any such Transaction Litigation. The Company and Parent shall give each other a reasonable opportunity to participate in the defense, settlement and prosecution of any Transaction Litigation (in each case, at such party's own expense), and neither the Company nor Parent shall settle any Transaction Litigation without the prior written consent of Parent or the Company, as the case may be (such consent not to be unreasonably withheld, delayed or conditioned).

Appears in 1 contract

Sources: Agreement and Plan of Merger (Chindex International Inc)

Stockholder Actions. In the event that any stockholder litigation related to this Agreement or the Transactions is brought or, to the Company's ’s Knowledge or Parent's ’s Knowledge (as applicable), threatened in a writing delivered to any party hereto (or any of the Subsidiaries of such party), against any party hereto or any of such party's ’s respective Subsidiaries or any of the directors of the foregoing ("Transaction Litigation"), such party shall promptly notify the other parties in writing of such Transaction Litigation and shall keep the other parties informed on a reasonably current basis with respect to the status thereof, in each case, only to the extent that providing such information would not, in the reasonable judgment of such party, jeopardize any privilege with respect thereto regarding any such Transaction Litigation. The Company and Parent shall give each other a reasonable opportunity to participate in the defense, settlement and prosecution of any Transaction Litigation (in each case, at such party's ’s own expense), and neither the Company nor Parent shall settle any Transaction Litigation without the prior written consent of Parent or the Company, as the case may be (such consent not to be unreasonably withheld, delayed or conditioned).

Appears in 1 contract

Sources: Merger Agreement (Chindex International Inc)

Stockholder Actions. In the event that any stockholder litigation Proceeding related to this Agreement or the Transactions is brought or, to the Company's ’s Knowledge or Parent's ’s Knowledge (as applicable), threatened in a writing delivered to any party hereto (or any of the Subsidiaries of such party), by any stockholder(s) of the Company against any party hereto or any of such party's ’s respective Subsidiaries Affiliates or any of the directors of the foregoing ("the “Transaction Litigation"), such party shall promptly notify the other parties in writing of such Transaction Litigation litigation and shall keep the other parties informed on a reasonably current basis with respect to the status thereof, in each case, only to the extent that providing such information would not, in the reasonable judgment of such partyparty based on advice of outside counsel, jeopardize any privilege with respect thereto regarding any such Transaction Litigationlitigation. The Company and Parent shall give each other a reasonable opportunity to participate in the defense, settlement and and/or prosecution of any Transaction Litigation (in each case, at such party's ’s own expense), and neither the Company nor Parent shall not settle any Transaction Litigation without the prior written consent of Parent or the Company, as the case may be (such consent not to be unreasonably withheld, delayed or conditioned).

Appears in 1 contract

Sources: Merger Agreement (Benihana Inc)