Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. Each of the Company and Parent shall promptly notify the other of any stockholder demands, litigations, arbitrations or other similar Proceedings (including derivative claims and books and records requests) commenced against it and/or its respective directors or officers relating to this Agreement, any Ancillary Agreement or any of the Transactions or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party informed regarding any Transaction Litigation. Each of the Company and Parent shall cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party the opportunity to consult with it regarding the defense or settlement of such Transaction Litigation and shall give the other Party’s advice due consideration with respect to such Transaction Litigation. Prior to the Closing, none of Parent, the Company and their respective Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer to settle any Transaction Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. Each of the Company and Parent shall promptly notify the other of any stockholder shareholder demands, litigations, arbitrations or other similar Proceedings (including derivative claims and books and records requestsclaims) commenced against it and/or its respective directors or officers relating to this Agreement, any Ancillary Agreement Transaction Document or any of the Transactions or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party informed regarding any Transaction Litigation. Each of the Company and Parent shall cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party the opportunity to consult with it regarding regarding, but not to control, the defense or settlement of such Transaction Litigation and shall give the other Party’s advice due consideration with respect to such Transaction Litigation. Prior to the ClosingEffective Time, none of Parent, the Company and nor any of their respective Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer to settle any Transaction Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. Each of the Company and Parent shall promptly notify the other of any stockholder demands, litigations, arbitrations or other similar Proceedings (including derivative claims and books and records requestsclaims) commenced against it and/or its respective directors or officers relating to this Agreement, any Ancillary Agreement or any of the Transactions or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party informed regarding any Transaction Litigation. Each of the Company and Parent shall cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party party the opportunity to consult with it regarding the defense or settlement of such Transaction Litigation and shall give the other Partyparty’s advice due consideration with respect to such Transaction Litigation. Prior to the ClosingEffective Time, none of Parent, the Company and nor any of their respective Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer to settle any Transaction Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. Each of the Company and Parent shall promptly notify the other of any stockholder demands, litigations, arbitrations or other similar shareholder Proceedings (including derivative claims and books and records requestsclaims) commenced against it and/or or its respective directors or officers relating to this Agreement, any Ancillary Agreement or any of the Transactions or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party informed regarding any Transaction Litigation and the Specified Litigation. Each of the The Company and Parent shall cooperate with the other Parent in the defense or settlement of any Transaction Litigation, Litigation and the Specified Litigation and shall give the other Party Parent the opportunity to consult with it regarding direct the defense or settlement of such Transaction Litigation and Specified Litigation and shall give the other PartyParent’s advice due consideration with respect to such Transaction Litigation and Specified Litigation. Prior to the ClosingEffective Time, none of Parent, the Company and their respective or any of its Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer to settle any Transaction Litigation or the Specified Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. Each of The Company shall control, and the Company and shall give Parent shall promptly notify the other opportunity to participate in the defense, settlement and/or prosecution of any stockholder demandsActions commenced or, litigationsto the Company’s knowledge, arbitrations threatened against, relating to or other similar Proceedings (including derivative claims and books and records requests) commenced against it and/or otherwise affecting the Company or any of its respective directors Subsidiaries in connection with, arising from or officers relating to this Agreement, any Ancillary Agreement or any of the Transactions or any matters relating thereto transactions contemplated by this Agreement (collectively, “Transaction Litigation”) and ); provided, that neither the Company nor any of its Subsidiaries or Representatives shall keep the other Party informed compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction Litigation. Each of the Company and Parent shall cooperate with the Litigation (other than any settlement solely for monetary damages in the defense an amount less than $5,000,000) or settlement of any Transaction Litigation, and shall give the other Party the opportunity to consult with it regarding the defense or settlement of such Transaction Litigation and shall give the other Party’s advice due consideration with respect to such Transaction Litigation. Prior to the Closing, none of Parent, the Company and their respective Subsidiaries shall cease to defend, consent to the entry of any judgmentsame unless Parent shall have consented thereto in writing, settle or offer to settle any Transaction Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned; provided, further, that after receipt of the Company Requisite Vote, the Company shall cooperate with Parent and, if requested by Parent, use its reasonable best efforts to settle any unresolved Transaction Litigation in accordance with Parent’s direction, except that in no event shall the Company be required to agree to any such settlement that would require the Company or any of its Subsidiaries to take or refrain from taking any action, or to pay any amount, prior to the Closing.

Transaction Litigation. Each of the Company and Parent shall promptly notify the other of any stockholder demands, litigations, arbitrations or other similar Proceedings (including derivative claims and books and records requestsclaims) commenced against it and/or its respective directors or officers relating to this Agreement, any Ancillary Agreement or any of the Transactions or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party reasonably informed on a prompt basis regarding any Transaction Litigation. Each of the Company and Parent shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party party the opportunity to consult with it regarding regarding, and participate in, the defense or settlement of such Transaction Litigation and shall give the other Partyparty’s advice and due consideration with respect to such Transaction Litigation. Prior to the ClosingEffective Time, none of Parent, the Company and nor any of their respective Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer to settle any Transaction Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned or delayed)Parent.

Transaction Litigation. Each of the Company and Parent shall promptly notify the other of any commenced or threatened stockholder demands, litigations, arbitrations or other similar Proceedings claims, actions, suits or proceedings (including derivative claims and books and records requestsclaims) commenced against it and/or its respective directors or officers relating to this Agreement, any Ancillary Agreement or any of the Transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party informed on an on-going and current basis regarding any Transaction LitigationLitigation (including by promptly providing copies of all pleadings with respect thereto). Each of the Company and Parent shall (i) cooperate with the other in the defense or settlement of any Transaction LitigationLitigation (subject to applicable fiduciary duties), and shall (ii) give the other Party party the opportunity to consult with it regarding participate (at such other party’s cost and expense) the defense or settlement of such Transaction Litigation and (iii) shall give consult with the other Party’s advice due consideration with respect to the defense or settlement of such Transaction Litigation. Prior to the ClosingEffective Time, none of Parent, the Company and their respective or any of its Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer to settle any Transaction Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. Each The Company shall give Parent the opportunity to participate in (with its own counsel), but not control, the defense or settlement of any stockholder litigation against the Company or any of the Company and Parent shall promptly notify the other of any stockholder demandsSubsidiaries, litigations, arbitrations or other similar Proceedings (including derivative claims and books and records requests) commenced against it and/or its respective directors or officers relating to this AgreementAgreement or the Transactions, and the Company shall give due consideration to Parent’s advice with respect to any such litigation. The Company shall consult with Parent regarding the defense, settlement or prosecution of any stockholder litigation; provided, that (x) none of the Company, any Ancillary Agreement Company Subsidiary or any of the Transactions their Representatives shall compromise, settle, come to an arrangement regarding or any matters relating thereto (collectivelyagree to compromise, “Transaction Litigation”) and shall keep the other Party informed settle, or come to an arrangement regarding any Transaction Litigation. Each of the Company and Parent shall cooperate with the other in the defense stockholder litigation or settlement of any Transaction Litigation, and shall give the other Party the opportunity to consult with it regarding the defense or settlement of such Transaction Litigation and shall give the other Party’s advice due consideration with respect to such Transaction Litigation. Prior to the Closing, none of Parent, the Company and their respective Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer same unless Parent shall have consented in writing (such consent not to settle any Transaction Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned or delayed) and (y) after receipt of the Company Stockholder Approval, the Company shall, if requested by Parent, use its reasonable best efforts to settle any unresolved stockholder litigation in accordance with Parent’s direction (it being understood that such settlement shall be conditioned on the consummation of the Merger). Each of Parent and the Company shall notify the other promptly (and in any event within 48 hours) of the commencement of any such stockholder litigation of which it has received notice.

Transaction Litigation. Each of the Company and Parent shall promptly notify the other of any stockholder demands, litigations, arbitrations or other similar shareholder Proceedings (including derivative claims and books and records requestsclaims) commenced against it and/or or its respective directors or officers relating to this Agreement, any Ancillary Agreement or any of the Transactions or any matters relating thereto (collectively, “"Transaction Litigation”") and shall keep the other Party informed regarding any Transaction Litigation and the Specified Litigation. Each of the The Company and Parent shall cooperate with the other Parent in the defense or settlement of any Transaction Litigation, Litigation and the Specified Litigation and shall give the other Party Parent the opportunity to consult with it regarding direct the defense or settlement of such Transaction Litigation and Specified Litigation and shall give the other Party’s Parent's advice due consideration with respect to such Transaction Litigation and Specified Litigation. Prior to the ClosingEffective Time, none of Parent, the Company and their respective or any of its Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer to settle any Transaction Litigation or the Specified Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Transaction Litigation. Each Subject to the last sentence of this Section 6.6, the Company and Parent shall promptly notify the other Investors of any stockholder shareholder demands or other shareholder claims, suits, demands, litigationsactions, arbitrations proceedings, litigation or other similar Proceedings proceedings (including derivative claims and books and records requestsclaims) commenced against it it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement, any Ancillary other Transaction Agreement or any of the Transactions transactions or any matters relating hereto or thereto (collectively, “Transaction Litigation”) and shall keep the other Party Investors informed regarding any Transaction Litigation. Each of the Company Parent, the Issuer and each Investor (at the sole cost and expense of the Parent and the Issuer) shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and the Parent and the Issuer shall give the other Party Investors the opportunity to consult with it them regarding the defense or and settlement of such Transaction Litigation, shall consider in good faith the Investors’ advice with respect to such Transaction Litigation and shall give the other Party’s advice due consideration with respect Investors the opportunity to participate in the defense and settlement of such Transaction Litigation. Prior to the Closing, none of the Parent, the Company and Issuer or any of their respective Subsidiaries shall cease to defend, consent to the entry of any judgment, settle or offer to settle any Transaction Litigation without the prior written consent of, in the case of Parent and its Subsidiaries, the Company, and, in the case of the Company and its Subsidiaries, Parent Investors (which consent shall not to be unreasonably withheld, conditioned withheld or delayed).