Communications with Governmental Entities. (a) Except as may be prohibited by any Governmental Entity or by any legal requirement, each of Company and the Purchaser shall: (i) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Shares or any of the transactions contemplated by this Agreement; (ii) give the other party prompt written notice of the receipt of an inquiry, subpoena or commencement of any legal proceeding by or before any Governmental Entity with respect to the Shares or any of the transactions contemplated by this Agreement; and (iii) keep the other party informed as to the status of any such inquiry, subpoena or legal proceeding.
Communications with Governmental Entities. Each of Parent and Merger Sub and the Company will (x) promptly notify the other party of any communication to that party from any Governmental Entity and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Entity and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement, the Merger or the other transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective Representatives on one hand, and any such Governmental Entity or its staff on the other hand, with respect to this Agreement, the Merger and the other transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 6.5, materials provided to the other party or its counsel may be redacted (i) to remove references concerning the valuation of the Company and its Subsidiaries, (ii) as necessary to comply with contractual arrangements or requirements of applicable Law and (iii) as necessary to address good faith legal privilege or confidentiality concerns.
Communications with Governmental Entities. The Company, its Subsidiaries and their respective advisors will not engage in any discussions or otherwise communicate in writing with the NYSE (or, if applicable, the NASDAQ National Market), the Commission or any other Governmental Entity, or any of their respective agents or representatives concerning the Transactions without the consent of the Investors and without allowing for the participation by each Investor in such discussions or communications if such Investor desires, in its sole discretion, to participate. The Investors agree to use commercially reasonable efforts (which shall not include making any expenditures unless the same are reimbursed by the Company) to cooperate and assist the Company in connection with the foregoing.
Communications with Governmental Entities. Nothing in this Agreement, including but not limited to Sections 1 and 2, prohibits Signatory from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Signatory does not need the prior authorization of the Company to make any such reports or disclosures and Signatory is not required to notify the company that he has made such reports or disclosures. Further, notwithstanding anything in this Agreement to the contrary, Signatory shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any trade secret of the Company if the disclosure is (a) made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. THE SIGNATORY HAS HAD SUFFICIENT TIME TO READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS ITS TERMS. The parties enter into this Agreement voluntarily and will not claim it was entered into under coercion or duress, or without full knowledge of its terms.
