definiens: means that Parent will be kept reasonably apprised of proposed strategy and other significantdecisions with respect to the Transaction Litigation ( to the extent that the attorney - client privilege between the Company and its counsel isnot undermined or otherwise adversely affected ), and Parent may offer comments or suggestions with respect to such Transaction Litigationwhich the Company shall consider in good faith ; provided that the Company shall not settle or compromise or agree to settle or compromiseany Transaction Litigation without Parent ’s prior written consent ( which consent shall not be unreasonably withheld, conditioned or delayed),except ( i ) to the extent such settlement is fully covered by the Company ’s insurance policies ( other than any applicable deductible ) or(ii ) such settlement relates solely to the provision of additional disclosure in the Schedule 14D-9, but in each case of clauses ( i ) and ( ii ) onlyif such settlement would not result in the imposition of any restriction on the business or operations of the Company or its affiliates andcontains a full and unconditional release of and covenant not to sue all parties and their Representatives