Common use of Stockholder Litigation Clause in Contracts

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any such litigation or claim and the Company shall not compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation or claim that is brought or, to the Knowledge of the Company, threatened, and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not compromise or settle, or agree to compromise or settle, settle any such stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement related Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company shall not compromise and/or the members of the Company Board relating to the Merger, this Agreement or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from of the transactions contemplated by this Agreement Agreement; provided that the Company shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.6, including regarding attorney-client privilege or other applicable legal privilege; provided, further, that, notwithstanding the foregoing, the Company shall not settle any such litigation without the prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of The Company will promptly provide Parent with any pleadings and correspondence relating to any Proceedings involving the Company or any of its officers or directors relating to this Agreement, the Support Agreement or the transactions contemplated hereby or thereby (including derivative claims) and will keep Parent shall keep the other reasonably informed ofregarding the status of any such Proceedings. The Company will cooperate with, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoingextent reasonably practicable, the Company shall give Parent a reasonable the opportunity to consult and participate in with respect to the defense or settlement of any such litigation or claim Proceeding, and the Company shall not compromise or settle, or agree no such settlement will be agreed to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned).

Stockholder Litigation. Each of In the event that any litigation or claim relating to this Agreement or the Transactions (“Transaction Litigation”) is brought against the Company and/or its directors or officers, the Company shall promptly notify Parent of any such Transaction Litigation and Parent shall keep Parent informed with respect to the other reasonably informed of, and status thereof. The Company shall cooperate with such party Parent in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company and shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such litigation or claim and the Company shall not compromise or settle, or agree to compromise or settleof, any stockholder litigation or claim arising or resulting from Transaction Litigation, and no settlement in connection with any Transaction Litigation shall be agreed to prior to the transactions contemplated by this Agreement Effective Time without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned); provided, however, that no settlement requiring a payment or an admission of wrongdoing by a director shall be agreed without such director’s consent.

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company shall not compromise or settle, or agree and/or its directors relating to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement Agreement, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent (Parent, which shall not be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any litigation brought by or on behalf of the Company’s stockholders against the Company or the Company Board (or directors thereof) relating to the Merger and the other transactions contemplated by this Agreement; provided, that the Company shall in any event control such litigation defense and the disclosure of information in connection therewith shall be subject to the provisions of Section 6.7, including regarding attorney-client privilege or claim and other applicable legal privilege; provided, further, that the Company shall not compromise or settle, or agree to compromise or settle, settle any stockholder such litigation or claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company and/or its directors or executive officers relating to the Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not compromise settle or settle, offer to settle in exchange for the payment of funds any litigation commenced prior to or agree to compromise after the date of this Agreement against the Company or settle, any of its directors or executive officers by any stockholder litigation of the Company relating to this Agreement, the Offer, the Merger or claim arising or resulting from the transactions contemplated by this Agreement any other Transaction, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company and/or its directors or officers relating to the Transactions, and no such settlement shall be agreed to without Parent's prior written consent (such consent not compromise to be unreasonably withheld or settle, delayed). Parent shall give the Company the opportunity to participate in the defense or agree to compromise or settle, settlement of any stockholder litigation against Parent and/or its directors or claim arising or resulting from officers relating to the transactions contemplated by this Agreement Transactions, and no such settlement shall be agreed to without the Company's prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company shall not compromise and/or its directors or settle, or agree executive officers relating to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to the Merger, this Agreement or any other transaction contemplated hereby or otherwise, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any such litigation or claim and the Company shall not compromise or settle, or agree (subject to compromise or settle, a joint defense agreement if applicable) cooperate and consult with one another in connection with any stockholder litigation against either of them or claim arising any of their respective directors or resulting from officers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and the Company shall each use commercially reasonable efforts to prevail in such litigation so as to permit the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements in the manner contemplated by this Agreement. The Company shall not settle any such stockholder litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each The Company shall give Parent the opportunity to participate, at Parent’s expense, in the defense or settlement of any stockholder Litigation against the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers Transactions, whether commenced prior to or after the other transactions contemplated by execution and delivery of this Agreement. Without limiting The Company agrees that it shall not settle or offer to settle any Litigation commenced prior to or after the foregoingdate of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any such litigation or claim and the Company shall not compromise or settle, or agree to compromise or settleMerger, any stockholder litigation other transaction contemplated hereby or claim arising or resulting from the transactions contemplated by this Agreement otherwise, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed)Parent.

Stockholder Litigation. Each The Company shall promptly advise Parent orally and in writing of any litigation brought by any stockholder of the Company and Parent shall keep against the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party Company and/or its directors or officers relating to this Agreement and/or the Mergers or the other transactions contemplated by this Agreement, including the Merger, and shall keep Parent fully informed regarding any such litigation. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in in, subject to a customary joint defense agreement, but not control the defense or settlement of any such litigation, shall give due consideration to Parent’s advice with respect to such litigation or claim and the Company shall not compromise or settle, or agree to compromise or settle, settle any stockholder such litigation or claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which shall not to be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each The Company shall notify Parent in writing as promptly as practicable after it has received written notice of any Actions instituted against the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, or any stockholder litigation or claim against such party and/or of its directors or officers by any stockholder of the Company relating to the Mergers this Agreement or the other transactions contemplated by this Agreementhereby (any such Action, “Stockholder Litigation”), before any court or Governmental Authority. Without limiting Parent shall have the foregoingright to participate in (but not control) the defense of any Stockholder Litigation, the Company shall give consult with Parent a reasonable opportunity to participate in regarding the defense or settlement of any such litigation or claim Stockholder Litigation, and the Company shall may not settle or compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement Stockholder Litigation without the prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company and/or its directors or executive officers relating to the Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not compromise settle or settleoffer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, or agree to compromise or settlethe Offer, the Merger, any stockholder litigation other Transaction or claim arising or resulting from the transactions contemplated by this Agreement otherwise, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed)Parent.

Stockholder Litigation. Each of the The Company and Parent shall keep the other reasonably informed ofcontrol, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of, any Action brought by stockholders of any such litigation or claim the Company against the Company and/or its directors relating to the transactions contemplated by this Agreement, including the Offer, the exercise of the Top-Up Option and the Merger; provided, however, that the Company shall not compromise or compromise, settle, come to an arrangement regarding or agree to compromise compromise, settle or settle, come to an arrangement regarding any stockholder litigation or claim Action arising or resulting from the transactions contemplated by this Agreement Agreement, or consent to the same without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation against the Company and/or its directors or claim executive officers relating to the Merger and the Company shall not compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the other transactions contemplated by this Agreement, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers Merger or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any such litigation or claim and the Company shall not compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each The Company shall promptly advise Parent orally and in writing of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation against the Company or claim against such party and/or its directors or officers relating to this Agreement, the Mergers Merger or the other transactions contemplated by this AgreementAgreement and shall keep Parent fully informed regarding any such stockholder litigation. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in consult with the Company regarding the defense or settlement of any such stockholder litigation, shall give consideration to Parent’s advice with respect to such stockholder litigation or claim and and, prior to the Company termination of this Agreement, shall not compromise or settle, or agree to compromise or settle, settle any stockholder such litigation or claim arising or resulting from the transactions contemplated by this Agreement without the Parent’s prior written consent, which consent of Parent (which shall not be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company and/or its directors or executive officers relating to the Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not compromise settle or settleoffer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, or agree to compromise or settlethe Offer, the Merger, any stockholder litigation other transaction contemplated hereby or claim arising or resulting from the transactions contemplated by this Agreement otherwise, without the prior written consent of Parent (which shall Parent, not to be unreasonably withheld, conditioned delayed or delayed)conditioned.

Stockholder Litigation. Each The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any holders of Shares (on their own behalf or on behalf of the Company Company) relating to this Agreement or the transactions contemplated hereby, and Parent shall keep the other Parent reasonably informed of, and cooperate with regarding any such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreementlitigation. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in in, but not control, at Parent’s expense, the defense or settlement of any such litigation or claim and the Company shall not compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement and no such settlement shall be agreed to without the Parent’s prior written consent of Parent (which shall approval will not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the The Company shall promptly (and in any event within 24 hours) notify Parent shall keep the other reasonably informed in writing of, and cooperate with such party shall give Parent the opportunity to participate fully and actively in connection with(but not control) the defense and settlement of, any stockholder claim or litigation (including any class action or claim derivative litigation) against such party or otherwise involving the Company and/or any of its directors or officers relating to this Agreement, the Mergers Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the foregoing, the Company shall give Parent a reasonable opportunity to participate in the defense No compromise or full or partial settlement of any such claim or litigation or claim and shall be agreed to by the Company shall not compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement without the Parent’s prior written consent of Parent (which shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable Parent, at Parent’s sole cost and expense, the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company shall not compromise and/or its directors or settle, or agree officers relating to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced on or after the date hereof against the Company or any of its directors or officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated by this Agreement or otherwise, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the The Company and shall promptly notify Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall give Parent a reasonable and Sub the opportunity to participate in the defense or settlement of, any Litigation brought by the Company’s stockholders against the Company and/or members of any such litigation or claim the Board of Directors relating to the Transactions and shall keep Parent reasonably informed with respect to the status thereof; provided, however, that the Company shall not compromise or compromise, settle, come to an arrangement regarding or agree to compromise compromise, settle or settle, come to an arrangement regarding any stockholder litigation or claim Litigation arising or resulting from the transactions contemplated by this Agreement Transactions, or consent to the same, without the prior written consent of Parent (which shall not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each The Company shall notify Parent in writing as promptly as practicable after it has received written notice of any Actions instituted against the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, or any stockholder litigation or claim against such party and/or of its directors or officers by any stockholder of the Company relating to the Mergers this Agreement or the other transactions contemplated by this AgreementTransactions (any such Action, “Stockholder Litigation”), before any court or Governmental Authority. Without limiting Parent shall have the foregoingright to participate in (but not control) the defense of any Stockholder Litigation, the Company shall give consult with Parent a reasonable opportunity to participate in regarding the defense or settlement of any such litigation or claim Stockholder Litigation, and the Company shall may not settle or compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement Stockholder Litigation without the prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of Prior to the Effective Time, (a) the Company and shall promptly advise Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, writing of any stockholder litigation against the Company or claim against such party and/or its directors or officers relating to the Mergers this Agreement or the other transactions contemplated by this Agreement. Without limiting the foregoingTransactions and shall keep Parent reasonably informed regarding any such stockholder litigation, (b) the Company shall give consult with Parent a reasonable opportunity to participate in regarding the defense defense, settlement or settlement prosecution of any such litigation or claim stockholder litigation, and (c) the Company shall not compromise consent to the entry of any judgment or settle, or agree enter into any settlement with respect to compromise or settle, any such stockholder litigation or claim arising or resulting from in an amount in excess of the transactions contemplated by this Agreement amount set forth on Section 5.01(q) of the Company Disclosure Letter without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such litigation or claim brought by stockholders of the Company against the Company and/or its directors relating to the Transactions, including the Offer and the Merger; provided, however, that the Company shall not compromise or compromise, settle, come to a binding arrangement regarding or agree to compromise compromise, settle or settle, come to an arrangement regarding any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement Transactions (other than any settlement solely for monetary damages paid entirely from proceeds of insurance, except for any applicable deductible), or consent to the same without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed)Parent.

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation that is brought or claim threatened in writing, and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not compromise or settle, or agree to compromise or settle, settle any such stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement related Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company and/or its directors or officers relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not compromise to be unreasonably withheld or settle, delayed). Parent shall give the Company the opportunity to participate in the defense or agree to compromise or settle, settlement of any stockholder litigation against Parent and/or its directors or claim arising or resulting from officers relating to the transactions contemplated by this Agreement Transactions, and no such settlement shall be agreed to without the Company’s prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company and/or its directors or executive officers relating to the Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not compromise settle or settleoffer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, or agree to compromise or settlethe Offer, the Merger, any stockholder litigation other transaction contemplated hereby or claim arising or resulting from the transactions contemplated by this Agreement otherwise, without the prior written consent of Parent (which shall Parent, not to be unreasonably withheldheld, conditioned delayed or delayed)conditioned.

Stockholder Litigation. Each The Company shall promptly notify the Parent of actions, suits, or claims instituted against the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, or any stockholder litigation or claim against such party and/or of its directors or officers relating to the Mergers this Agreement or the other transactions contemplated by this Agreementhereby (“Stockholder Litigation”). Without limiting Parent shall have the foregoing, the Company shall give Parent a reasonable opportunity right to participate in the defense or settlement of any such litigation or claim Stockholder Litigation. The Company shall keep Parent reasonably informed with respect to the status of any Stockholder Litigation and consult with Parent regarding the defense of any Stockholder Litigation and consider Parent’s views in good faith. The Company shall not settle or compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement Stockholder Litigation without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed)Parent.

Stockholder Litigation. Each of the The Company and shall give Parent shall keep the other reasonably informed notice as promptly as practicable of, and cooperate with such party the opportunity to participate in connection with(subject to a customary joint defense agreement) the defense or settlement of, any stockholder litigation against the Company or claim its directors or executive officers relating to or in connection with this Agreement, the Merger or the Contemplated Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company shall not settle any stockholder litigation against such party the Company and/or its directors or officers relating to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement. Without limiting the foregoing, the Company shall give Parent a reasonable opportunity Contemplated Transactions without Parent’s prior consent (such consent not to participate in the defense or settlement of any such litigation or claim and the Company shall not compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). The Company shall keep Parent reasonably and promptly informed with respect to the status of such litigation.

Stockholder Litigation. Each of In connection with any litigation which may be brought after the date hereof against the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoinghereby, the Company shall give keep Parent, and any counsel which Parent a reasonable opportunity may retain at its own expense, reasonably informed of the status of such litigation and will provide Parent's counsel the right to participate in the defense or settlement of any such litigation or claim to the extent Parent is not otherwise a party thereto, and the Company shall not enter into any settlement or compromise or settle, or agree to compromise or settle, of any such stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement without the Parent's prior written consent, which consent of Parent (which shall not be unreasonably withheld, conditioned withheld or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company shall not compromise or settle, or agree and/or its directors relating to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement Agreement, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each The Company shall promptly advise Parent in writing after becoming aware of any Legal Action commenced after the date hereof against the Company or any of its directors by any stockholder of the Company (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Merger) and Parent shall keep the other Parent reasonably informed of, and cooperate with regarding any such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this AgreementLegal Action. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in in, but not control, the defense or settlement negotiations of any such stockholder litigation or claim and the Company shall consider Parent’s views with respect to such stockholder litigation and shall not compromise or settle, or agree to compromise or settle, settle any such stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned delayed, or delayedconditioned).

Stockholder Litigation. Each The Company shall notify Parent in writing as promptly as practicable after it has received written notice of any Actions instituted against the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, or any stockholder litigation or claim against such party and/or of its directors or officers by any stockholder of the Company relating to the Mergers this Agreement or the other transactions contemplated by this Agreementhereby (any such Action, "Stockholder Litigation"), before any court or Governmental Authority. Without limiting Parent shall have the foregoingright to participate in (but not control) the defense of any Stockholder Litigation, the Company shall give consult with Parent a reasonable opportunity to participate in regarding the defense or settlement of any such litigation or claim Stockholder Litigation, and the Company shall may not settle or compromise or settle, or agree to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement Stockholder Litigation without the prior written consent of Parent (which shall such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the The Company and shall reasonably promptly advise Parent shall keep the other reasonably informed of, and cooperate with such party in connection withkeep Parent reasonably informed on a current basis regarding, any stockholder litigation against the Company or claim against such party and/or its directors or officers relating to the Mergers Transactions, whether commenced prior to or after the other transactions contemplated by execution and delivery of this Agreement. Without limiting the foregoing; provided, that, the Company shall give Parent a reasonable the opportunity (at Parent's sole cost and expense) to participate in the defense or settlement of any such litigation or claim and stockholder litigation; provided, further, that the Company shall not compromise settle or settle, or agree offer to compromise or settle, settle any such stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement without the prior written consent of Parent (which shall Parent, such consent not to be unreasonably withheld, conditioned or delayed).

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company shall not compromise or settle, or agree and/or its directors relating to compromise or settle, any stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement Agreement, in which case Parent and the Company shall use commercially reasonable efforts to enter into a mutually reasonably acceptable joint defense agreement. The Company shall not settle or offer to settle any litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated hereby or otherwise, without the prior written consent of Parent (Parent, which shall consent will not be unreasonably withheld, conditioned or delayed), or as otherwise required by applicable Law.

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement(a). Without limiting the foregoing, the The Company shall give Parent a reasonable the opportunity to participate in the defense or settlement of any such stockholder litigation or claim and against the Company and/or its directors or executive officers relating to the Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not compromise settle or settleoffer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, or agree to compromise or settlethe Offer, the Merger, any stockholder litigation other transaction contemplated hereby or claim arising or resulting from the transactions contemplated by this Agreement otherwise, without the prior written consent of Parent (which shall Parent, not to be unreasonably withheld, conditioned delayed or delayed)conditioned.

Stockholder Litigation. Each of the Company and Parent shall keep the other reasonably informed of, and cooperate with such party in connection with, any stockholder litigation or claim against such party and/or its directors or officers relating to the Mergers or the other transactions contemplated by this Agreement. Without limiting the foregoing, the The Company shall give Parent a reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to this Agreement or the Transactions, including the Merger. The Company shall promptly notify Parent of any such litigation or claim that is brought or, to the Knowledge of the Company, threatened in writing and shall keep Parent reasonably and promptly informed on a current basis with respect to the status thereof. Without limiting the generality of the foregoing, the Company shall not compromise or settle, or agree to compromise or settle, settle any such stockholder litigation or claim arising or resulting from the transactions contemplated by this Agreement related Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).