Common use of Information for Proxy Statement; Publication Clause in Contracts

Information for Proxy Statement; Publication. Each Stockholder consents to the Company and Parent publishing and disclosing (i) in any filing required under Applicable Law, including the filings contemplated by the Merger Agreement and (ii) in the Proxy Statement or any other disclosure document required under Applicable Law in connection with the Merger Agreement or the Transactions contemplated thereby (including, without limitation, the Schedule 13E‑3) the Stockholder’s identity and beneficial ownership of the Stockholder Shares, the existence of this Agreement, and the nature of the Stockholder’s obligations and commitments under this Agreement, in each case to the extent required by applicable Law, provided that any such disclosure in the Proxy Statement or any other filing (including, without limitation, each Form 8‑K and the Schedule 13E‑3) shall, in each instance, be subject to such Stockholder having a reasonable opportunity to review and comment on any such disclosure or filing prior to it being made (and Parent shall consider any such comments in good faith). Each Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Transactions, the Merger Agreement or the transactions contemplated thereby without the prior written consent of Parent and the Company (which consent will not be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law (which includes, for the avoidance of doubt, any filing by a Stockholder on Schedule 13D and any other filings required pursuant to applicable securities laws), in which case such Stockholder shall provide Parent and the Company with a reasonable opportunity to review and comment on any such press release or public statement prior to it being made (and the Stockholder shall consider any such comments in good faith). Each Stockholder, Parent and the Company agrees to promptly provide any information that is in its possession that the other party may reasonably request for the preparation of any such disclosure or filing, and each Stockholder, Parent and the Company agrees to promptly notify the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such party shall become aware that any such information shall have become false or misleading in any material respect; provided that, notwithstanding anything herein to the contrary, none of any Stockholder, Parent or the Company nor any of their respective Affiliates nor any TRG Person shall be required to disclose any privileged information, personally identifiable information or confidential competitive information with respect to any such request.

Information for Proxy Statement; Publication. Each Stockholder consents The Shareholder hereby authorizes the Company to publish and disclose, in the registration statement related to the Company Rights Offering, the proxy statement related to the Proposals and Parent publishing and disclosing (i) in any filing required under Applicable Law, including the filings contemplated by the Merger Agreement and (ii) in the Proxy Statement or any other disclosure document required under Applicable Law filing with the SEC or other governmental authority in connection with the Merger Agreement Rights Offering or the Transactions Proposals, or the transactions contemplated thereby (including, without limitationby the Transaction Documents, the Schedule 13E‑3) the StockholderShareholder’s identity and beneficial ownership of the Stockholder Shares, the existence of this Agreement, Shareholder Shares and the nature of the StockholderShareholder’s obligations commitments, arrangements and commitments understandings under this Agreement. The Shareholder represents and warrants to each Backstop Investor that none of the information relating to the Shareholder and his, her or its affiliates provided in writing by or on behalf of the Shareholder or his, her or its affiliates specifically for inclusion in any such filing will, at the time that such filing is first made or distributed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in each case to light of the extent required by applicable Lawcircumstances under which they were made, provided that any such disclosure in the Proxy Statement or any other filing (including, without limitation, each Form 8‑K and the Schedule 13E‑3) shall, in each instance, be subject to such Stockholder having a reasonable opportunity to review and comment on any such disclosure or filing prior to it being made (and Parent shall consider any such comments in good faith)not misleading. Each Stockholder The Shareholder shall not issue any press release or make any other public statement with respect to this Agreement, the TransactionsRights Offering, the Merger Agreement Proposals or the other transactions contemplated thereby by the Transaction Documents, without the prior written consent of Parent the Backstop Investors and the Company (which consent will not be unreasonably withheld, conditioned or delayed)Company, except as may be required by Applicable applicable Law (which includes, including as may be required for the avoidance of doubtShareholder to comply with its obligations under the Exchange Act) and in case any such requirement under applicable Law arises, any filing by a Stockholder on Schedule 13D and any other filings required pursuant to applicable securities laws), in which case such Stockholder shall provide Parent after giving the Backstop Investors and the Company with a reasonable opportunity to review and comment on any such press release or public statement prior to it being made (and including all reasonably requested comments of the Backstop Investors and the Stockholder shall consider Company, provided that the ultimate discretion whether or not to include any such comments in good faith). Each Stockholder, Parent shall remain with the Shareholder and the Company agrees to promptly provide any information that is in its possession provided that the other party may reasonably request for Shareholder shall not disclose the preparation identity of any such disclosure or filing, and each Stockholder, Parent and the Company agrees to promptly notify the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such party shall become aware that any such information shall have become false or misleading in any material respect; provided that, notwithstanding anything herein to the contrary, none of any Stockholder, Parent or the Company nor any of their respective Affiliates nor any TRG Person shall be required to disclose any privileged information, personally identifiable information or confidential competitive information with respect to any such requestBackstop Investors.

Information for Proxy Statement; Publication. Each The PSC Stockholder consents to the Company and Parent publishing and disclosing (i) in any filing required under Applicable applicable Law, including the filings contemplated by the Merger Agreement Agreement, the PSC Stockholder’s identity and (ii) ownership of Shares and the nature of the PSC Stockholder’s commitments, arrangements and understandings under this Agreement. The PSC Stockholder hereby agrees to permit the Company to publish and disclose in the Proxy Statement a proxy statement or any other disclosure document required under Applicable Law in connection with the Merger Agreement or the Transactions transactions contemplated thereby (including, without limitation, the a Rule 13e-3 Transaction Statement on Schedule 13E‑313E-3) the PSC Stockholder’s identity and beneficial ownership of the Stockholder Shares, the existence of this Agreement, PSC Shares and the nature of the PSC Stockholder’s obligations and commitments under this Agreement, in each case Agreement to the extent required by applicable Law, provided that any such disclosure in the Proxy Statement proxy statement or any other filing to or submission with the SEC or any other Governmental Authority (including, without limitation, each Form 8‑K 8-K and the Schedule 13E‑313E-3) shall, in each instance, be subject to such Stockholder having a reasonable opportunity to the PSC Stockholder’s prior review and comment on any such disclosure or filing prior to it being made (and Parent the Company shall consider any such comments in good faith). Each The PSC Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Transactions, the Merger Agreement or the transactions contemplated thereby without the prior written consent of Parent and the Company (which consent will not be unreasonably withheld, conditioned or delayed), except as may be required by Applicable applicable Law (which includes, for the avoidance of doubt, any filing by a the PSC Stockholder on Schedule 13D and any other filings required pursuant to applicable securities laws), in which case such the PSC Stockholder shall provide Parent and the Company with a reasonable opportunity to review and comment on any such press release or public statement prior to it being made (and the Stockholder shall consider any such comments in good faith). Each Stockholder, Parent and the Company agrees to promptly provide any information that is in its possession that the other party may reasonably request for the preparation of any such disclosure or filing, and each Stockholder, Parent and the Company agrees to promptly notify the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such party shall become aware that any such information shall have become false or misleading in any material respect; provided that, notwithstanding anything herein to the contrary, none of any Stockholder, Parent or the Company nor any of their respective Affiliates nor any TRG Person shall be required to disclose any privileged information, personally identifiable information or confidential competitive information with respect to any such requestmade.

Information for Proxy Statement; Publication. Each Stockholder consents to the Company and Parent publishing and disclosing (i) in any filing required under Applicable Law, including the filings contemplated by the Merger Agreement Agreement, Stockholder’s identity and (ii) ownership of Company Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement. Each Stockholder hereby agrees to permit the Company to publish and disclose in the Proxy Statement or any other disclosure document required under Applicable Law in connection with the Merger Agreement or the Transactions contemplated thereby (including, without limitation, the Schedule 13E‑313e-3) the Stockholder’s identity and beneficial ownership of the Stockholder Shares, the existence of this Agreement, Shares and the nature of the Stockholder’s obligations and commitments under this Agreement, in each case Agreement to the extent required by applicable Law, provided that any such disclosure in the Proxy Statement or any other filing to or submission with the SEC or any other Governmental Authority (including, without limitation, each Form 8‑K 8-K and the Schedule 13E‑313E-3) shall, in each instance, be subject to such Stockholder having a reasonable opportunity to Stockholder’s prior review and comment on any such disclosure or filing prior to it being made (and Parent the Company shall consider any such comments in good faith). Each Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Transactions, the Merger Agreement or the transactions contemplated thereby without the prior written consent of Parent and the Company (which consent will not be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law (which includes, for the avoidance of doubt, any filing by a Stockholder on Schedule 13D and any other filings required pursuant to applicable securities laws), in which case such Stockholder shall provide Parent and the Company with a reasonable opportunity to review and comment on any such press release or public statement prior to it being made (and the Stockholder shall consider any such comments in good faith). Each Stockholder, Parent and the Company agrees to promptly provide any information that is in its possession that the other party may reasonably request for the preparation of any such disclosure or filing, and each Stockholder, Parent and the Company agrees to promptly notify the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such party shall become aware that any such information shall have become false or misleading in any material respect; provided that, notwithstanding anything herein to the contrary, none of any Stockholder, Parent or the Company nor any of their respective Affiliates nor any TRG Person shall be required to disclose any privileged information, personally identifiable information or confidential competitive information with respect to any such requestmade.

Information for Proxy Statement; Publication. Each Stockholder consents to the Company and Parent publishing and disclosing (i) in any filing required under Applicable Law, including the filings contemplated by the Merger Agreement and (ii) in the Proxy Statement or any other disclosure document required under Applicable Law in connection with the Merger Agreement or the Transactions contemplated thereby (including, without limitation, the Schedule 13E‑313E-3) the Stockholder’s identity and beneficial ownership of the Stockholder Shares, the existence of this Agreement, and the nature of the Stockholder’s obligations and commitments under this Agreement, in each case to the extent required by applicable Law, provided that any such disclosure in the Proxy Statement or any other filing (including, without limitation, each Form 8‑K 8-K and the Schedule 13E‑313E-3) shall, in each instance, be subject to such Stockholder having a reasonable opportunity to review and comment on any such disclosure or filing prior to it being made (and Parent shall consider any such comments in good faith). Each Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Transactions, the Merger Agreement or the transactions contemplated thereby without the prior written consent of Parent and the Company (which consent will not be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law (which includes, for the avoidance of doubt, any filing by a Stockholder on Schedule 13D and any other filings required pursuant to applicable securities laws), in which case such Stockholder shall provide Parent and the Company with a reasonable opportunity to review and comment on any such press release or public statement prior to it being made (and the Stockholder shall consider any such comments in good faith). Each Stockholder, Parent and the Company agrees to promptly provide any information that is in its possession that the other party may reasonably request for the preparation of any such disclosure or filing, and each Stockholder, Parent and the Company agrees to promptly notify the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such party shall become aware that any such information shall have become false or misleading in any material respect; provided that, notwithstanding anything herein to the contrary, none of any Stockholder, Parent or the Company nor any of their respective Affiliates nor any TRG Person shall be required to disclose any privileged information, personally identifiable information or confidential competitive information with respect to any such request.