Common use of Confidentiality; Cooperation Clause in Contracts

Confidentiality; Cooperation. Except as may be required by applicable Law (including any filing by a Rollover Investor with the Securities Exchange Commission (the “SEC”) as required by applicable securities laws (including the Exchange Act)), court process or the rules and regulations of any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible), and except as may be permitted by Section 5.05 of the Merger Agreement, each Rollover Investor shall not, and shall instruct its Representatives not to, make any press release, public announcement or other communication with respect to the business or affairs of the Company, Purchaser or Merger Sub, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Purchaser. Each Rollover Investor hereby (i) consents to and authorizes the publication and disclosure by Purchaser of such Rollover Investor’s identity and holding of shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by any Rollover Investor or any of its Affiliates as of the date hereof or acquired after the date hereof and prior to the termination of this Agreement, and (following prior review by the Rollover Investor, and with the Rollover Investor’s reasonable comments taken into consideration by the Purchaser) the nature of such Rollover Investor’s commitments, arrangements and understandings under this Agreement and any other information that Purchaser reasonably determines to be necessary or desirable in any press release or any other disclosure document in connection with the Merger or any other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Purchaser of any required corrections with respect to any written information supplied by such Rollover Investor specifically for use in any such disclosure document. Without limitation of the foregoing, each Rollover Investor shall provide to Purchaser all information concerning such Rollover Investor and cooperation as may be reasonably requested by Purchaser in connection with the Company’s preparation and filing of the Proxy Statement and any other filings required under applicable securities Laws and the resolution of any comments thereto received from the SEC. Each Rollover Investor shall promptly correct any information provided by it or him for use in the Proxy Statement and any other filings required under applicable securities Laws if and to the extent such information shall have become false or misleading in any material respect.

Confidentiality; Cooperation. Except as may be required by applicable Law (including any filing by a Rollover Investor Investor, Parent or the Company with the Securities Exchange Commission (the “SEC”) as required by applicable securities laws (including the Exchange Act)), court process or the rules and regulations of any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible), and except as may be permitted by Section 5.05 5.13 of the Merger Agreement, each Rollover Investor shall not, and shall instruct its Representatives not to, make any press release, public announcement or other communication with respect to the business or affairs of the Company, Purchaser Parent or Merger Sub, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of PurchaserParent. Each Rollover Investor hereby (i) consents to and authorizes the publication and disclosure by Purchaser Parent and the Company of such Rollover Investor’s identity and holding of shares of Company Common Stock Shares and any other equity securities of the Company which are beneficially owned by any Rollover Investor or any of its Affiliates as of the date hereof or acquired after the date hereof and prior to the termination of this Agreement, and (following prior review by the Rollover Investor, and with the Rollover Investor’s reasonable comments taken into consideration by the PurchaserParent) the nature of such Rollover Investor’s commitments, arrangements and understandings under this Agreement and any other information that Purchaser Parent or the Company reasonably determines to be necessary or desirable in any press release or any other disclosure document in connection with the Merger or any other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Purchaser Parent and the Company of any required corrections with respect to any written information supplied by such Rollover Investor specifically for use in any such disclosure document. Without limitation of the foregoing, each Rollover Investor shall provide to Purchaser Parent all information concerning such Rollover Investor and cooperation as may be reasonably requested by Purchaser Parent in connection with the Company’s preparation and filing of the Proxy Statement Statement, Schedule 13E-3 and any other filings required under applicable securities Laws and the resolution of any comments thereto received from the SEC. Each Rollover Investor shall promptly correct any information provided by it or him for use in the Proxy Statement Statement, Schedule 13E-3 and any other filings required under applicable securities Laws if and to the extent such information shall have become false or misleading in any material respect.

Confidentiality; Cooperation. Except as may be required by applicable Law (including any filing by a the Rollover Investor or Parent with the Securities Exchange Commission (the “SEC”) as required by applicable securities laws (including the Exchange Act)), court process or the rules and regulations of any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible), and except as may be permitted by Section 5.05 5.10 of the Merger Agreement, each (a) the Rollover Investor shall not, and shall instruct its Representatives not to, make any press release, public announcement or other communication with respect to the business or affairs of the Company, Purchaser Parent or Merger Sub, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of PurchaserParent and (b) Parent shall not make any press release, public announcement or other communication with respect to the Rollover Investor or its business or affairs, including this Agreement and the transactions contemplated hereby, without the prior written consent of the Rollover Investor. Each Following prior review by the Rollover Investor, and with the Rollover Investor’s reasonable comments taken into consideration by Parent, the Rollover Investor hereby (i) consents to and authorizes the publication and disclosure by Purchaser Parent of such the Rollover Investor’s identity and holding of shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by any the Rollover Investor or any of its Affiliates as of the date hereof or acquired after the date hereof and prior to the termination of this Agreement, and (following prior review by the Rollover Investor, and with the Rollover Investor’s reasonable comments taken into consideration by the Purchaser) the nature of such the Rollover Investor’s commitments, arrangements and understandings under this Agreement and in any other information that Purchaser reasonably determines disclosure document required to be necessary or desirable in any press release or any other disclosure document filed with the SEC under applicable Law in connection with the Merger or any other transactions contemplated EXECUTION VERSION by the Merger Agreement and (ii) agrees as promptly as practicable to notify Purchaser Parent of any required corrections with respect to any written information supplied by such the Rollover Investor specifically for use in any such disclosure document. Without limitation of the foregoing, each the Rollover Investor shall provide to Purchaser Parent all information concerning such the Rollover Investor and cooperation as may be reasonably requested by Purchaser Parent in connection with the Company’s preparation and filing of the Proxy Statement Statement, Schedule 13E-3 and any other filings required under applicable securities Laws and the resolution of any comments thereto received from the SEC. Each The Rollover Investor shall promptly correct any information provided by it or him for use in the Proxy Statement Statement, Schedule 13E-3 and any other filings required under applicable securities Laws if and to the extent such information shall have become false or misleading in any material respect.