Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent and the Company have previously executed that certain Confidentiality Agreement dated April 25, 2018, by and between the Company and Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall the Company or its Representatives hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of Parent. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms (i) to any Person, to the extent that Parent or Merger Sub has previously publicly disclosed such terms, (ii) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and (iii) to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with applicable Law (including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein) and the rules of the primary exchange on which such party is then listed. The Stockholders’ Representative hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Representative were a party thereto. With respect to the Stockholders’ Representative, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Representative after the Closing or relating to the period after the Closing.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent Acquirer and the Company have previously executed that certain a Mutual Confidentiality Agreement and Non-Disclosure Agreement, dated April 25as of November 15, 2018, by and between the Company and Parent 2016 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall the Company or its Representatives any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of Parentthe party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms (i) to any Person, to the extent that Parent or Merger Sub has previously publicly disclosed such terms, (ii) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and (iii) to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with applicable Applicable Law (including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein) and the rules of the primary exchange on which such party is then listedNew York Stock Exchange (including, with respect to Acquirer, any filing with the Securities and Exchange Commission pursuant to U.S. securities laws). The StockholdersSecurityholders’ Representative Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the StockholdersSecurityholders’ Representative Agent were a party thereto. With respect to the StockholdersSecurityholders’ RepresentativeAgent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger Purchase Transaction or this Agreement received by the StockholdersSecurityholders’ Representative Agent after the Closing or relating to the period after the Closing.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent and the Company have previously executed that certain Confidentiality Agreement dated April 25, 2018, by and between the Company and Parent (the “Confidentiality Agreement”), which Agreements shall continue in full force and effect in accordance with its their terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall the Company or its Representatives any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of Parentthe party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms (i) to any Person, to the extent that Parent or Merger Sub has previously publicly disclosed such terms, (ii) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and (iii) to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with applicable Law (including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein) and the rules of the primary exchange on which such party is then listedApplicable Law. The Stockholders’ Representative Securityholder Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement Agreements to the same extent as though the Stockholders’ Representative Securityholder Agent were a party theretohereto. With respect to the Stockholders’ RepresentativeSecurityholder Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger Mergers or this Agreement received by the Stockholders’ Representative Securityholder Agent after the Closing or relating to the period after the Closing.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent Acquirer and the Company have previously executed that certain Confidentiality Agreement Mutual Non-Disclosure Agreement, dated April 25as of November 20, 2018, by and between the Company and Parent 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, Agreement in strict confidence. At no time shall the Company or its Representatives any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of Parentthe party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms (i) to any Person, to the extent that Parent or Merger Sub has previously publicly disclosed such terms, (ii) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and (iii) to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with applicable Law (including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein) and the rules of the primary exchange on which such party is then listedApplicable Law. The Stockholders’ Representative Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Representative Agent were a party thereto. With respect to the Stockholders’ RepresentativeAgent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Representative Agent after the Closing or relating to the period after the Closing.