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

Information for Proxy Statement; Publication. (i) Each Stockholder hereby authorizes Parent and Merger Sub to publish and disclose in the Proxy Statement, Shareholder Circular and Prospectus and any other filing with any Governmental Authority required to be made in connection with the Merger Agreement or the Share Exchange Agreement its identity and ownership of Covered Shares and the nature of its commitments, arrangements and understandings under this Agreement; provided, that in advance of any such publication or disclosure, each Stockholder shall be afforded a reasonable opportunity to review and comment on such disclosure (which comments shall be considered in good faith). Except as otherwise required by applicable law or a Governmental Authority, neither Parent nor Merger Sub will make any other disclosures regarding any Stockholder in any press release or otherwise without the prior written approval of each Stockholder (not to be unreasonably withheld or delayed). (ii) No Stockholder shall issue or cause the publication of any press release or make any other public announcement (to the extent not previously issued or made in accordance the Merger Agreement or the Share Exchange Agreement) with respect to this Agreement, the Merger Agreement, the Share Exchange Agreement or the transactions contemplated by the Merger Agreement or the Share Exchange Agreement without the prior consent of Parent (which consent shall not be unreasonably withheld or delayed), except as may be required by Law (including, without limitation, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and Sections 13 and 16 of the Securities Exchange Act of 1934) or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder proposing to make such release (in which case such Stockholder shall not issue or cause the publication or making of such press release or other public announcement without prior consultation with Parent).

Information for Proxy Statement; Publication. Each Stockholder consents to the Company and Parent publishing and disclosing (i) Each Stockholder hereby authorizes Parent in any filing required under Applicable Law, including the filings contemplated by the Merger Agreement and Merger Sub to publish and disclose (ii) in the Proxy Statement, Shareholder Circular and Prospectus and Statement or any other filing with any Governmental Authority disclosure document required to be made under Applicable Law in connection with the Merger Agreement or the Share Exchange Agreement its Transactions contemplated thereby (including, without limitation, the Schedule 13E‑3) the Stockholder’s identity and beneficial ownership of Covered Shares the Stockholder Shares, the existence of this Agreement, and the nature of its commitments, arrangements the Stockholder’s obligations and understandings commitments under this Agreement; provided, in each case to the extent required by applicable Law, provided that in advance of any such publication disclosure in the Proxy Statement or disclosureany other filing (including, without limitation, each Form 8‑K and the Schedule 13E‑3) shall, in each instance, be subject to such Stockholder shall be afforded having a reasonable opportunity to review and comment on any such disclosure or filing prior to it being made (which and Parent shall consider any such comments shall be considered in good faith). Except as otherwise required by applicable law or a Governmental Authority, neither Parent nor Merger Sub will make any other disclosures regarding any Stockholder in any press release or otherwise without the prior written approval of each Stockholder (not to be unreasonably withheld or delayed). (ii) No Each Stockholder shall not issue or cause the publication of any press release or make any other public announcement (to the extent not previously issued or made in accordance the Merger Agreement or the Share Exchange Agreement) statement with respect to this Agreement, the Merger AgreementTransactions, the Share Exchange Merger Agreement or the transactions contemplated by the Merger Agreement or the Share Exchange Agreement thereby without the prior written consent of Parent and the Company (which consent shall will not be unreasonably withheld withheld, conditioned or delayed), except as may be required by Applicable Law (includingwhich includes, without limitationfor the avoidance of doubt, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 any filing by a Stockholder on Schedule 13D and Sections 13 and 16 of the Securities Exchange Act of 1934) or by any other filings required pursuant to applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder proposing to make such release (laws), in which case such Stockholder shall not issue or cause provide Parent and the publication or making of 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 public announcement without prior consultation 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 Parent)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. (i) Each Stockholder hereby authorizes the Company, Parent and Merger Sub to publish and disclose in the Proxy Statement, Shareholder Circular and Prospectus Statement and any other filing with any Governmental Authority Entity required to be made in connection with the Merger Agreement his or the Share Exchange Agreement its identity and ownership of Covered Shares and the nature of his or its commitments, arrangements and understandings under this Agreement; provided, that in advance of any such publication or disclosure, each Stockholder shall be afforded a reasonable opportunity to review and comment on approve (not to be unreasonably withheld or delayed) such disclosure (which comments shall be considered in good faith)disclosure. Except as otherwise required by applicable law Law or listing agreement with a national securities exchange or a Governmental AuthorityEntity, neither Parent nor Merger Sub will make any other disclosures regarding any Stockholder in any press release or otherwise without the prior written approval of each Stockholder (not to be unreasonably withheld or delayed). (ii) No Except as required by applicable Law or listing agreement with a national securities exchange or a Governmental Entity, no Stockholder shall issue or cause the publication of any press release or make any other public announcement (to the extent not previously issued or made in accordance the Merger Agreement or the Share Exchange Agreement) with respect to this Agreement, the Merger Agreement, the Share Exchange Agreement or the transactions contemplated by the Merger Agreement or the Share Exchange Agreement thereby without the prior consent of Parent (which consent shall not to be unreasonably withheld or delayed), except as may be required by Law (including, without limitation, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and Sections 13 and 16 of the Securities Exchange Act of 1934) or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder proposing to make such release (in which case such Stockholder shall not issue or cause the publication or making of such press release or other public announcement without prior consultation with Parent).