Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

Transaction Litigation. In Subject to the event that last sentence of this Section 7.10, the Company shall promptly notify Parent of any stockholder litigation related Legal Proceedings (including derivative claims) commenced against it, its Subsidiaries or its or its Subsidiaries’ respective directors or officers relating to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge any of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time Transactions (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g)collectively, “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent informed regarding any Transaction Litigation. The Company shall reasonably informed cooperate with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely and shall give Parent the opportunity to consult with Parent with respect to it regarding the defense and/or and settlement of any such Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The , and the Company shall give Parent the opportunity to participate in (but not agree control), at Parent’s expense, the defense and settlement of such Transaction Litigation. Prior to the Effective Time, neither the Company nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.10, in the event of any conflict with any other covenant or conditioned)agreement contained in Section 7.2 that expressly addresses the subject matter of this Section 7.10, Section 7.2 shall govern and control.

Transaction Litigation. In Except as set forth in Section 2.4 with regard to appraisal rights, in the event that any stockholder litigation related to this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement is brought, or, or to the Knowledge of the Company’s knowledge, threatened, against the Company or any Indemnified Party from and following members of its Board of Directors (or a duly authorized committee thereof) on or after the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof of any such Transaction Litigation (including by providing copies of all pleadings with respect thereto) and shall keep Parent reasonably informed with respect to the status thereof. The Company shall (a) give Parent the opportunity to participate, at Parent’s expense, in the defense or settlement of any Transaction Litigation and (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or and settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer agree to settle any Transaction Litigation without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, delayed or conditioned). Notwithstanding anything to the contrary in this Section 6.10, any litigation or claim relating to Dissenting Shares shall be governed by Section 2.4.

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the The Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in control the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation; provided, (c) timely consult with however, that the Company shall promptly notify Parent with respect to the defense and/or settlement in writing of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall (a) give Parent the right to review and comment on all material filings or responses to be made by the Company and shall discuss in advance any material discussions or communications proposed to be held by the Company with any third party in connection with any such Transaction Litigation (and the Company shall in good faith take any comments or feedback provided by Parent into account), and give Parent the opportunity to participate in the defense and settlement of, any such Transaction Litigation and (b) if Parent does not agree exercise such right to settle participate, keep Parent reasonably and promptly informed with respect to the status of such Transaction Litigation. No compromise or offer to settle full or partial settlement of any Transaction Litigation shall be agreed to by the Company without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In Prior to the event that earlier of the Effective Time or the valid termination of this Agreement, the Company shall control the defense of any stockholder litigation related Action brought by stockholders of the Company against the Company and/or its directors relating to this Agreement or the transactions contemplated by this Agreement is broughtAgreement, orincluding the Merger; provided, to however, that the Knowledge Company (i) shall promptly notify Parent of the Companycommencement of, threatenedpromptly advise Parent of any material developments with respect to, against the Company and promptly provide Parent with copies of all proceedings and correspondence relating to, any such Action or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof threatened Action and shall keep Parent reasonably informed with respect to the status thereof, (bii) shall give Parent an and its counsel the opportunity to participate with the Company in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigationdefense, (c) timely consult with Parent with respect to the defense and/or release, compromise, waiver or settlement of any Transaction Litigation such Action or threatened Action and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company Action or threatened Action, and (iii) shall not settle or agree to settle any such Action or offer to settle threatened Action (other than any Transaction Litigation settlement solely for monetary damages and without the any admissions of liability or responsibility paid entirely from proceeds of a third party insurance policy, except for any applicable deductible or retention) without Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In During the Pre-Closing Period, in the event that any stockholder litigation related to this Agreement Agreement, the Merger or the transactions contemplated by this Agreement other Transactions is brought, or, or to the Knowledge of the Company, threatenedthreatened in writing, by any stockholder of the Company against the Company, any of its officers and/or any members of the Company or any Indemnified Party from and following Board after the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as shall, promptly as practicable (aand in any event within twenty-four (24) hours) after receiving notice of any such Transaction Litigation, notify Parent thereof and of such Transaction Litigation. The Company shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an reasonable opportunity to participate in the defense and/or settlement (at Parent’s sole expense cost and subject to a customary joint defense agreement) of any Transaction Litigation. Without limiting the preceding sentence, (c) timely the Company shall provide Parent with a reasonable opportunity to review and comment on all material filings and responses to be made by the Company in connection with any such Transaction Litigation, and to consult with Parent on the settlement with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company will consider in good faith any comments reasonably proposed by Parent with respect to such matters and the Company shall not agree to settle or offer to settle any such Transaction Litigation without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, Prior to the Knowledge Effective Time, the Company shall promptly (and in any event within forty-eight (48) hours) notify Parent of the Company, threatened, all Legal Proceedings commenced or threatened against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigationCompany Subsidiaries, other than any Proceeding or their respective directors, officers or Representatives, in each case in connection with, arising out of from or otherwise related relating to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), Merger or any other Transaction (“Transaction Litigation”), the Company shall as promptly as practicable ) (aincluding by providing copies of all pleadings with respect thereto) notify Parent thereof and shall thereafter keep Parent reasonably informed with respect to the status thereof, . The Company shall (ba) give Parent an the reasonable opportunity to participate in the defense and/or defense, settlement (at Parent’s sole expense and subject to a customary joint defense agreement) or prosecution of any Transaction Litigation, ; and (cb) timely consult with Parent with respect to the defense and/or defense, settlement and prosecution of any Transaction Litigation; provided, that none of the Company, any Company Subsidiary or any of their respective directors, officers or Representatives shall compromise, settle, come to an arrangement regarding or agree to compromise, settle, or come to an arrangement regarding any Transaction Litigation or consent to the same unless Parent shall have consented in writing in advance of any such action. For purposes of this Section 6.16, “participate” means that Parent will be kept apprised of proposed strategy and (d) shall consider in good faith Parent’s advice other significant decisions with respect to the Transaction Litigation by the Company, and recommendations Parent may offer comments or suggestions with respect to such Transaction Litigation. The , including the right to review and comment on all material filings and responses to be made by the Company in connection with such Transaction Litigation and the Company shall not agree to settle in good faith take such comment or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall suggestion into account, but will not be unreasonably withheld, delayed, afforded any decision-making power or conditioned)other authority over such Transaction Litigation.

Transaction Litigation. In During the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”)Pre-Closing Period, the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in control the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation; provided, (c) timely consult with however, that the Company shall promptly notify Parent with respect to the defense and/or settlement in writing of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall (a) give Parent the right to review and comment on all material filings or responses to be made by the Company and shall discuss in advance any material discussions or communications proposed to be held by the Company with any Third Party in connection with any such Transaction Litigation (and the Company shall in good faith take any comments or feedback provided by Parent into account), and the opportunity to participate in the defense and settlement of, any such Transaction Litigation at Parent’s own expense and (b) if Parent does not agree exercise such right to settle participate (subject to the Company’s control right), keep Parent reasonably and promptly informed with respect to the status of such Transaction Litigation; provided, however, that the disclosure of information in connection therewith shall be subject to the provisions of Section 6.4, including regarding attorney-client privileges and other applicable legal privileges. No compromise or offer to settle full or partial settlement of any Transaction Litigation shall be agreed to by the Company without the Parent’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 6.10, or conditioned)any Proceedings relating to Dissenting Shares shall be governed by Section 2.7.

Transaction Litigation. In the The Company will (i) as promptly as reasonably practicable (and in any event that within one Business Day) notify Parent in writing of any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is broughtother action, orclaim, to the Knowledge of the Company, threatened, suit or proceeding brought or threatened in writing against the Company and/or its Representatives by any stockholder of the Company relating to this Agreement, the Merger, or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time other transaction contemplated hereby (any such litigationlitigation or other action, other than any Proceeding in connection withclaim, arising out of suit or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), proceeding “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed on a current basis with respect to the status thereofof any Transaction Litigation (including by promptly furnishing to Parent and its Representatives such information relating to such stockholder litigation as Parent may reasonably request), (bii) subject to the preservation of privilege and confidential information, give Parent an the opportunity and right to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any such Transaction Litigation, (c) timely consult with Parent with respect including in any and all proceedings related to the defense and/or settlement of any such Transaction Litigation and (d) any proposed settlement or disposition thereof, and shall consider in good faith give due consideration to Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall , and (iii) not agree cease to settle or defend, consent to the entry of any judgment, offer to settle settle, enter into any settlement or take any other material action with respect to any such Transaction Litigation without the prior written consent of Parent (which such consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In Prior to the event that earlier of the Effective Time or the termination of this Agreement pursuant to Article VII, the Company shall control the defense of any stockholder litigation related Legal Action (including any class action or derivative litigation) relating directly or indirectly to this Agreement or the transactions contemplated by this Agreement is broughtAgreement, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from including disclosures made under securities laws and following the date of this Agreement and prior to the Effective Time regulations related thereto (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”); provided, however, that the Company shall, as promptly as reasonably practicable after obtaining Knowledge thereof, notify Parent in writing of, and shall (i) give Parent the right to review and comment on all material filings or responses to be made by the Company in connection with any Transaction Litigation (and the Company shall as promptly as practicable in good faith take such comments into account), and the opportunity to participate in the defense and settlement of, any Transaction Litigation and (aii) notify if Parent thereof and shall does not exercise such right to participate (subject to the Company’s control right), keep Parent reasonably and promptly informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any such Transaction Litigation. Except as permitted on Section 5.15 of the Company Disclosure Letter, (c) timely consult with Parent with respect to the defense and/or no compromise or settlement of any Transaction Litigation and (d) shall consider in good faith be agreed to by the Company without Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the The Company shall as promptly as reasonably practicable (a) notify Parent thereof and in writing of, shall keep Parent informed on a reasonably informed with respect to the status thereofprompt basis regarding any such Transaction Litigation, (b) and shall give Parent an the opportunity to participate in the defense and/or and settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigationof, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations including by allowing Parent to offer comments or suggestions with respect to such Transaction Litigation, which the Company shall consider in good faith). The Company shall give Parent the opportunity to consult with counsel to the Company regarding the defense and settlement of any such Transaction Litigation, and in any event the Company shall not settle or compromise or agree to settle or offer to settle compromise any Transaction Litigation without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without otherwise limiting the Indemnified Parties’ rights with regard to the right to counsel, and notwithstanding anything to the contrary in any Contract listed on Section 3.8(a)(xxiii) of the Company Disclosure Schedule, following the Effective Time, the Indemnified Parties shall be entitled to continue to retain Gxxxxxx Procter LLP or conditioned)such other counsel selected by such Indemnified Parties prior to the Effective Time to defend any Transaction Litigation on behalf of, and to the extent such Transaction Litigation is against, the Indemnified Parties.

Transaction Litigation. In the event that The Company shall as promptly as reasonably practicable notify Parent of any stockholder litigation related to this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the Knowledge of the Company, threatened, brought against the Company or any Indemnified Party from and following members of the Board after the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) including by facilitating meetings between counsel of the Company and counsel of Parent and as promptly as reasonably practicable and diligently responding to inquiries with respect to any Transaction Litigation made by Parent or its counsel. The Company shall give Parent an the opportunity to participate in the defense and/or defense, settlement (at Parent’s sole expense and subject to a customary joint defense agreement) or compromise of any Transaction LitigationLitigation (including providing Parent the opportunity to review and comment on proposed additional disclosure in the Proxy Statement). The Company shall not settle or compromise or agree to settle or compromise any Transaction Litigation without Parent’s prior written consent (such consent not to be unreasonably withheld, (c) timely consult with conditioned or delayed). For purposes of this Section 6.06, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the defense and/or litigation and the Company will consult with Parent regarding the defense, settlement or compromise of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations views with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without (to the prior written consent of Parent (which consent shall extent that the attorney-client privilege between the Company and its counsel is not be unreasonably withheld, delayed, undermined or conditionedotherwise affected).

Transaction Litigation. In Prior to the event that any stockholder litigation related to earlier of the Effective Time or the valid termination of this Agreement or pursuant to Section 7.1, the transactions contemplated Company shall notify Parent promptly of (and, in any event within two (2) Business Days of becoming aware of) any Proceeding brought by this Agreement is brought, or, to the Knowledge stockholders of the Company, threatened, Company or other Persons (other than Parent Related Parties) against the Company and/or any of its directors, officers or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, Representatives arising out of or otherwise related relating to a demand for appraisal under Section 262 this Agreement, the Merger or the other transactions contemplated hereby (whether directly or on behalf of the DGCL, which shall be governed by Section 4.2(g), Company and its Subsidiaries or otherwise) (“Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, including by promptly (band, in any event, within two (2) Business Days of receipt of same) providing Parent with copies of all proceedings and material correspondence relating to such Proceeding; provided that the Company shall control the defense, settlement and prosecution of any Transaction Litigation; provided, however, that the Company shall give Parent an opportunity the right to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreementexpense) of any Transaction Litigation, (c) timely consult with Parent with respect to in the defense and/or and settlement of any Transaction Litigation (including by allowing for advanced review and (d) comment on all material filings or responses to be made by the Company in connection with any Transaction Litigation), and the right to consult on the settlement, release, waiver or compromise of any such litigation, and the Company shall consider in good faith take such comments into account, and no such settlement, release, waiver or compromise of such litigation shall be agreed to without Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In the event that any stockholder litigation arising from or related to this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement is brought, or, brought or threatened to the Knowledge of the Company, threatened, be brought against the Company or any Indemnified Party from and following members of the Company Board after the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as reasonably practicable (a) notify Parent thereof in writing of any such Transaction Litigation and shall keep Parent reasonably informed with respect to the status thereof, (b) give including by promptly informing Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense of all proceedings and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect correspondence relating to such Transaction Litigation. The Company shall give Parent the opportunity to participate in, but not agree control, the defense of any Transaction Litigation (and shall give due consideration to Parent’s advice with respect to the Transaction Litigation) and the Company shall not settle or offer agree to settle any Transaction Litigation without the Parent’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, delayed, conditioned or conditionedwithheld).

Transaction Litigation. In the event that any stockholder shareholder litigation related to this Agreement, the Statutory Merger Agreement or the transactions contemplated by this Transactions and the Statutory Merger Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 106(6) of the DGCLCompanies Act, which shall be governed by Section 4.2(g3.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, thereof and (b) give Parent an a reasonable opportunity to participate in the defense and/or or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Except if the Company Board has made a Change of Recommendation, the Company shall give Parent the opportunity to consult with the Company regarding, or participate in, but not agree to control, the defense or settlement of any such Transaction Litigation. None of the Company, any of its Subsidiaries or any of their respective Representatives shall compromise, settle or offer come to settle an arrangement regarding any Transaction Litigation without the prior written Litigation, in each case, unless Parent have consented thereto in writing (such consent of Parent (which consent shall not to be unreasonably withheld, delayed, or conditionedmade at Parent’s good faith discretion).

Transaction Litigation. In Prior to the event that earlier of the Effective Time or the termination of this Agreement pursuant to Article VII, the Company shall control the defense of any Legal Action (including any class action or derivative litigation) brought by any stockholder litigation related of the Company or any other Person against the Company or its officers or directors alleging a breach of fiduciary duty relating directly or indirectly to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time hereby (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”); provided, however, that the Company shall, as promptly as reasonably practicable after obtaining Knowledge thereof, notify Parent in writing of, and shall (i) give Parent the right to review and comment on all material filings or responses to be made by the Company in connection with any Transaction Litigation (and the Company shall as promptly as practicable in good faith take such comments into account), and the opportunity to participate in the defense and settlement of, any Transaction Litigation and (aii) notify if Parent thereof and shall does not exercise such right to participate (subject to the Company’s control right), keep Parent reasonably and promptly informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any such Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or . No compromise or settlement of any Transaction Litigation and (d) shall consider in good faith be agreed to by the Company without Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In the event that The Company shall as promptly as reasonably practicable notify Parent of any stockholder litigation related to this Agreement Agreement, the Merger or the transactions contemplated by this Agreement other Transactions that is brought, or, to the Knowledge of the Company, threatened, brought against the Company or any Indemnified Party from and following members of the board of directors of the Company after the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) including by facilitating meetings between counsel of the Company and counsel of Parent and as promptly as reasonably practicable and diligently responding to inquiries with respect to any Transaction Litigation made by Parent. The Company shall give Parent an Parent, at Parent’s sole cost and expense, the opportunity to participate in the defense and/or defense, settlement (at Parent’s sole expense and subject to a customary joint defense agreement) or compromise of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not settle or compromise or agree to settle or offer to settle compromise any Transaction Litigation without the Parent’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 4.12, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the litigation and the Company will reasonably consult with Parent regarding the defense, settlement or conditionedcompromise of any Transaction Litigation and consider Parent’s views with respect to any Transaction Litigation (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected).

Transaction Litigation. In The Company shall notify Parent promptly (and in any event within 48 hours of obtaining Knowledge) of the event that commencement of, and promptly advise Parent of any material developments with respect to, any stockholder litigation related brought or threatened in writing against the Company or its directors or officers relating to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof. The Company shall be entitled to direct and control the defense of any such Transaction Litigation; provided, (b) however, the Company shall give Parent an opportunity the right to consult and participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigationdefense, (c) timely consult with Parent with respect to the defense and/or negotiation or settlement of any Transaction Litigation and (d) the Company shall consider in give reasonable and good faith consideration to Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to and shall not permit any of its Representatives to, settle any Transaction Litigation without the Parent’s prior written consent consent; provided, that to the extent such settlement (i) relates solely to the provision of Parent additional disclosure in the Company Proxy Statement, (which ii) includes a complete and unconditional release by all plaintiffs in favor of the Company and its current and future Affiliates, Representatives, successors and assigns from all Liabilities with respect to the claims at issue in such Transaction Litigation and (iii) does not involve a finding or admission of any wrongdoing on the part of the Company or any of its Subsidiaries or any of its or their respective Representatives or current or future Affiliates, Parent’s prior written consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In (a) Prior to the event that Effective Time, the Company shall provide Parent with prompt notice of any stockholder shareholder litigation related or claim against the Company and/or its directors or officers relating to this Agreement the Merger or the other transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the (“Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”) (including by providing copies of all pleadings with respect thereto). The Company shall control the defense, settlement (subject to the limitations in the following sentence) or prosecution of any Company Transaction Litigation and the Company shall as promptly as practicable (a) notify allow Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely shall consult with Parent with respect to the defense and/or defense, settlement and prosecution of any Company Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Company Transaction Litigation. The Company shall may not compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or offer come to settle an arrangement regarding, any Company Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, or conditioned)however, if any Company Transaction Litigation continues after the Effective Time, the Company’s pre-Effective Time directors and officers may continue to retain the same counsel engaged prior to the Effective Time with respect thereto.

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the The Company shall as promptly as reasonably practicable (a) notify Parent thereof in writing of, and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an the opportunity to participate in the defense and/or and settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of of, any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall keep Parent reasonably apprised on a prompt basis of the Transaction Litigation and the proposed strategy and other significant decisions with respect to any Transaction Litigation (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith. No Acquired Company shall settle or offer, compromise or agree to settle or offer compromise, or take any other action to settle settle, compromise or moot, any Transaction Litigation without the Parent’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed). Without otherwise limiting the Indemnified Parties’ rights with regard to the right to counsel, following the Effective Time, the Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or conditioned)such other counsel selected by such Indemnified Parties to defend any Transaction Litigation.

Transaction Litigation. In the event that any litigation (including stockholder litigation litigation) related to this Agreement Agreement, the Merger, the Offer, the Top-Up or the other transactions contemplated by this Agreement is brought, or, to the Knowledge knowledge of the Company, threatenedthreatened in writing, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of against the Company or otherwise related to a demand for appraisal under Section 262 its Subsidiaries and/or the members of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”)Company Board, the Company shall as promptly as practicable (a) notify Parent thereof of any such litigation and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company and Parent shall not give each other the opportunity to participate, at their own expense, in the defense, settlement and/or prosecution of any pending or threatened litigation related to the transactions contemplated hereby. None of the Company or its Subsidiaries or Representatives shall compromise, settle, come to an arrangement regarding or agree to compromise, settle or offer come to settle an arrangement regarding any Transaction Litigation without such stockholder litigation or consent to the prior written consent of same unless Parent shall have consented in writing; provided, however, that (which a) Parent’s consent shall not be unreasonably withheld, delayeddelayed or conditioned to the extent such compromise, settlement or conditioned)arrangement is a “disclosure only settlement” that does not obligate the Company, Parent or Merger Subsidiary (i) to separately mail such disclosure to the Company’s stockholders (nor would such mailing be required under Applicable Law) or (ii) to incur any monetary obligations (other than attorneys’ fees to the plaintiffs’ counsel in such litigation) and (b) Parent’s consent shall be in its sole discretion in all other cases.

Transaction Litigation. In the event that any stockholder shareholder litigation related to this Agreement, the Statutory Merger Agreement or the transactions contemplated by this Transactions and the Statutory Merger Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 106(6) of the DGCLCompanies Act, which shall be governed by Section 4.2(g3.3(f), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Public Parent and Parent thereof and shall keep Public Parent and Parent reasonably informed with respect to the status thereof, thereof and (b) give Public Parent an and Parent a reasonable opportunity to participate in the defense and/or or settlement (at Public Parent’s and Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Public Parent’s and Parent’s advice and recommendations with respect to such Transaction Litigation. The Except if the Company Board has made a Change of Recommendation, the Company shall give Parent the opportunity to consult with the Company regarding, or participate in, but not agree to control, the defense or settlement of any such Transaction Litigation. None of the Company, any of its Subsidiaries or any of their respective Representatives shall compromise, settle or offer come to settle an arrangement regarding any Transaction Litigation without the prior written Litigation, in each case, unless Public Parent and Parent have consented thereto in writing (such consent of Parent (which consent shall not to be unreasonably withheld, delayed, or conditionedmade at Public Parent’s and Parent’s good faith discretion).

Transaction Litigation. In During the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”)Pre-Closing Period, the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in control the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation; provided, (c) timely consult with however, that the Company shall promptly notify Parent with respect to the defense and/or settlement in writing of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall (a) give Parent the right to review and comment on all material filings or responses to be made by the Company and shall discuss in advance any material discussions or communications proposed to be held by the Company with any Third Party in connection with any such Transaction Litigation (and the Company shall in good faith take any comments or feedback provided by Parent into account), and the opportunity to participate in the defense and settlement of, any such Transaction Litigation and (b) if Parent does not agree exercise such right to settle participate (subject to the Company’s control right), keep Parent reasonably and promptly informed with respect to the status of such Transaction Litigation; provided, however, that the disclosure of information in connection therewith shall be subject to the provisions of Section 6.04, including regarding attorney-client privileges and other applicable legal privileges. No compromise or offer to settle full or partial settlement of any Transaction Litigation shall be agreed to by the Company without the Parent’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In The Company shall promptly advise Parent of any Action (including any putative class action or derivative litigation) asserted, threatened in writing or commenced by, on behalf of or in the event that name of, against or otherwise involving the Company, the Board of Directors, any stockholder litigation related committee thereof or any of the Company’s directors or officers relating to this Agreement Agreement, the Merger or any of the transactions contemplated by this Agreement is broughthereby (any such Action, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent informed on a reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of prompt basis regarding any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall give Parent the opportunity to (a) participate in the defense, prosecution, settlement or compromise of any Transaction Litigation, and (b) consult with counsel to the Company regarding the defense, prosecution, settlement or compromise with respect to any such Transaction Litigation. For purposes of this Section 6.10, “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise adversely affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith; provided that the Company shall not settle or compromise or agree to settle or offer to settle compromise any Transaction Litigation without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the The Company shall as promptly as reasonably practicable (a) notify Parent thereof in writing of, and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an the opportunity to participate in the defense and/or and settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigationof, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to keep Parent informed regarding such Transaction Litigation. The Company shall keep Parent reasonably apprised of the proposed strategy and other significant decisions with respect to any Transaction Litigation (to the extent that the attorney-client privilege is not undermined or otherwise adversely affected), and Parent may offer comments or suggestions with respect to such Transaction Litigation which the Company shall consider in good faith. No Acquired Company shall settle or offer, compromise or agree to settle or offer compromise, or take any other action to settle settle, compromise or moot, any Transaction Litigation without the Parent’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed). Without otherwise limiting the Indemnified Parties’ rights with regard to the right to counsel, following the Effective Time, the Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or conditioned)such other counsel selected by such Indemnified Parties to defend any Transaction Litigation.

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the The Company shall as promptly as reasonably practicable (a) notify Parent thereof and in writing of, shall keep Parent informed on a reasonably informed with respect to the status thereofprompt basis regarding any initiated or threatened Transaction Litigation, (b) and shall give Parent an the opportunity to participate in the defense and/or and settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigationof, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations including by allowing Parent to offer comments or suggestions with respect to such Transaction Litigation, which the Company shall consider in good faith). The Company shall give Parent the opportunity to consult with counsel to the Company regarding the defense and settlement of any such Transaction Litigation, and in any event the Company shall not settle or compromise or agree to settle or offer to settle compromise any Transaction Litigation without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Without otherwise limiting the Indemnified Parties’ rights with regard to the right to counsel, and notwithstanding anything to the contrary in any Contract listed on Section 3.8(a)(xiv) of the Company Disclosure Schedule, following the Effective Time, the Indemnified Parties shall be entitled to continue to retain Bass, Xxxxx & Xxxx PLC or conditioned)such other counsel selected by such Indemnified Parties prior to the Effective Time to defend any Transaction Litigation on behalf of, and to the extent such Transaction Litigation is against, the Indemnified Parties.

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the The Company shall (i) as promptly as reasonably practicable (aand in any event within two business days) notify Parent thereof in writing of any Transaction Litigation and shall thereafter keep Parent informed on a reasonably informed current basis with respect to the status thereofthereof (including by promptly furnishing to Parent and its Representatives such information related to such Transaction Litigation as such Persons may reasonably request), (bii) give Parent an the opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (ciii) timely consult give Parent the right to review and comment on all material filings or responses to be made by the Company in connection with Parent any such Transaction Litigation (and the Company will give reasonable consideration to such comments) and (iv) not cease to defend, consent to the entry of any judgment, offer to settle, enter into any settlement with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (Parent, which such consent shall not be unreasonably withheld, conditioned or delayed. Without otherwise limiting the Indemnified Parties’ rights with regard to the right to counsel, following the Effective Time, the Indemnified Parties shall be entitled to continue to retain Gxxxxxx Procter LLP or conditioned)such other counsel selected by such Indemnified Parties prior to the Effective Time to defend any Transaction Litigation.

Transaction Litigation. In During the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”)Pre-Closing Period, the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in control the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation; provided, (c) timely consult with Parent with respect to that the defense and/or settlement Company shall promptly notify BRF in writing of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall (a) give BRF the right to review and comment on all material filings or responses to be made by the Company and shall discuss in advance any material discussions or communications proposed to be held by the Company with any Third Party in connection with any such Transaction Litigation (and the Company shall in good faith consider any comments or feedback provided by BRF), and the opportunity at its expense to participate in the defense and settlement of, any such Transaction Litigation and (b) if BRF does not agree exercise such right to settle participate (subject to the Company’s control right), keep BRF reasonably and promptly informed with respect to the status of such Transaction Litigation; provided, however, that the disclosure of information in connection therewith shall be subject to the provisions of Section 5.03, including regarding attorney-client privileges and other applicable legal privileges. Prior to the termination of this Agreement, no compromise or offer to settle full or partial settlement of any Transaction Litigation shall be agreed to by the Company without the BRF’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed, or conditioned).

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, Prior to the Knowledge Effective Time, the Company shall promptly notify Parent of the Company, threatened, all Legal Proceedings commenced or threatened against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigationits Subsidiaries, other than any Proceeding directors, officers, Representatives or Affiliates, in each case in connection with, arising out of from or otherwise related relating to a demand for appraisal under Section 262 of the DGCL, which shall be governed Merger or any other transaction contemplated by Section 4.2(g), this Agreement (“Transaction Litigation”), the Company shall as promptly as practicable ) (aincluding by providing copies of all pleadings with respect thereto) notify Parent thereof and shall thereafter keep Parent reasonably informed with respect to the status thereof, . The Company shall (ba) give Parent an the reasonable opportunity to participate in the defense and/or defense, settlement (at Parent’s sole expense and subject to a customary joint defense agreement) or prosecution of any Transaction Litigation, ; and (cb) timely consult with Parent with respect to the defense and/or defense, settlement and prosecution of any Transaction Litigation. For purposes of this Section 7.8, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Litigation by the Company, and (d) shall consider in good faith Parent’s advice and recommendations Parent may offer comments or suggestions with respect to such Transaction Litigation. The , including the right to review and comment on all material filings and responses to be made by the Company in connection with such Transaction Litigation and the Company shall not agree to settle in good faith take such comment or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall suggestion into account, but will not be unreasonably withheld, delayed, afforded any decision-making power or conditioned)other authority over such Transaction Litigation.

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g4.3(f), “Transaction Litigation”), the Company shall shall, as promptly as practicable (a) notify Parent thereof (but, in any event, within 24 hours after the Company obtains Knowledge of any such Transaction Litigation) and shall keep Parent reasonably informed with respect to the status thereof, thereof and (b) give Parent an the opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The ; provided, that the Company shall not agree to settle or offer agree to settle any Transaction Litigation without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, delayedconditioned or delayed to the extent that such settlement only requires (x) the issuance of additional disclosure or (y) the payment of money if the amount of money to be paid in connection with such settlement does not exceed any insurance proceeds that the Company reasonably expects to receive with respect to such claim and any deductible in respect thereof, or conditionedbut may otherwise be given in Parent’s sole discretion).

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the The Company shall (i) as promptly as reasonably practicable (aand in any event within two business days) notify Parent thereof in writing of any Transaction Litigation and shall thereafter keep Parent informed on a reasonably informed current basis with respect to the status thereofthereof (including by promptly furnishing to Parent and its Representatives such information related to such Transaction Litigation as such Persons may reasonably request), (bii) give Parent an the opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (ciii) timely consult give Parent the right to review and comment on all material filings or responses to be made by the Company in connection with Parent any such Transaction Litigation (and the Company will give reasonable consideration to such comments) and (iv) not cease to defend, consent to the entry of any judgment, offer to settle, enter into any settlement with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (Parent, which such consent shall not be unreasonably withheld, conditioned or delayed. Without otherwise limiting the Indemnified Parties’ rights with regard to the right to counsel, following the Effective Time, the Indemnified Parties shall be entitled to continue to retain Xxxxxxx Procter LLP or conditioned)such other counsel selected by such Indemnified Parties prior to the Effective Time to defend any Transaction Litigation.

Transaction Litigation. In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the The Company shall as promptly as practicable (a) notify advise Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement writing of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to keep Parent informed on a reasonably prompt basis regarding any such Transaction Litigation. The Company shall give Parent the opportunity to (a) participate in the defense, settlement or prosecution of any Transaction Litigation and (b) consult with counsel to the Company regarding the defense, settlement or compromise with respect to any such Transaction Litigation. For purposes of this Section 6.10, “participate” means that Parent will be kept reasonably apprised of any Transaction Litigation (to the extent that the attorney-client privilege between the Company and its counsel would not be waived thereby), and Parent may offer comments or suggestions with respect to such Transaction Litigation that the Company shall consider in good faith, but shall not be deemed to mean that Parent shall be entitled to control the defense, settlement or prosecution of any Transaction Litigation; provided that the Company shall not settle or compromise or agree to settle or offer to settle compromise any Transaction Litigation without the Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Following the Effective Time, the Covered Persons may continue to retain counsel retained prior to the Effective Time to defend any Transaction Litigation; provided, however, that in no event shall Parent be required to retain more than one pre-Effective Time counsel for all the Covered Persons as a group, unless required by conflicts of interest between or conditioned)among the Covered Persons.

Transaction Litigation. In the event that any stockholder litigation related to this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement (“Transaction Litigation”) is brought, or, to the Knowledge knowledge of the Company, threatenedthreatened in writing, against the Company or any Indemnified Party from and following and/or the date members of this Agreement and the Company Board prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”)Time, the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) . The Company shall give Parent an the opportunity to participate in the defense and/or or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to and the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not settle, compromise, come to an arrangement regarding or agree to settle settle, compromise or offer come to settle an arrangement regarding any Transaction Litigation Litigation, without the Parent's prior written consent of Parent (which such consent shall not to be unreasonably withheld, delayed, delayed or conditioned); provided that such consent of Parent shall not be required only with respect to any settlement, compromise or arrangement that does not involve any conditions or obligations of the Company, Parent or MergerSub except for (i) payments of money paid entirely from proceeds of insurance except for any applicable retention or deductible in an amount not to exceed $250,000, and/or (ii) amendments to disclosure in the Proxy Statement or related public disclosures that relate solely to the Company or the Financial Advisor, or that are required by Law.

Transaction Litigation. In the event that The Company shall promptly notify Parent of any stockholder litigation related to arising from this Agreement Agreement, the Offer or the transactions contemplated by this Agreement Merger that is brought, or, to the Knowledge of the Company, threatened, brought against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 members of the DGCL, which shall be governed by Section 4.2(g), Company Board (“Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed regarding any Transaction Litigation. Without limiting the preceding sentence, the Company shall give Parent (a) the opportunity to review and comment on all Filings or responses to be made by the Company in connection with respect to any Transaction Litigation, and the status thereofCompany shall consider any such comments in good faith, and (b) give Parent an the opportunity to participate in (but not control) the defense and/or defense, settlement (or prosecution of any Transaction Litigation which participation shall be at Parent’s sole expense cost and subject expense. Notwithstanding the foregoing, the Company may not compromise, settle or come to a customary joint defense agreement) of any Transaction Litigationan arrangement regarding, (c) timely consult with Parent with respect or agree to the defense and/or settlement of compromise, settle or come to an arrangement regarding, any Transaction Litigation and (d) shall consider unless Parent has consented thereto in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (writing, which consent shall not be unreasonably withheld, conditioned or delayed, or conditioned).