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

Information for Proxy Statement; Publication. The Shareholder hereby authorizes the Company to publish and disclose, in the registration statement related to the Rights Offering, the proxy statement related to the Proposals and any other filing with the SEC or other governmental authority in connection with the Rights Offering or the Proposals, or the transactions contemplated by the Transaction Documents, the Shareholder’s identity and ownership of Shareholder Shares and the nature of the Shareholder’s commitments, arrangements and 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 light of the circumstances under which they were made, not misleading. The Shareholder shall not issue any press release or make any other public statement with respect to this Agreement, the Rights Offering, the Proposals or the other transactions contemplated by the Transaction Documents, without the prior written consent of the Backstop Investors and the Company, except as may be required by applicable Law (including as may be required for the Shareholder to comply with its obligations under the Exchange Act) and in case any such requirement under applicable Law arises, after giving the Backstop Investors and the Company reasonable opportunity to comment on any such press release or statement and including all reasonably requested comments of the Backstop Investors and the Company, provided that the ultimate discretion whether or not to include any such comments shall remain with the Shareholder and provided that the Shareholder shall not disclose the identity of the Backstop Investors.

Information for Proxy Statement; Publication. The Shareholder hereby authorizes Each Stockholder consents to the Company to publish publishing and disclosedisclosing in any filing required under Applicable Law, in including the registration statement related to the Rights Offering, the proxy statement related to the Proposals and any other filing with the SEC or other governmental authority in connection with the Rights Offering or the Proposals, or the transactions filings contemplated by the Transaction DocumentsMerger Agreement, the ShareholderStockholder’s identity and ownership of Shareholder Shares Company Common Stock and the nature of the ShareholderStockholder’s commitments, arrangements and understandings under this Agreement. The Shareholder represents Each Stockholder hereby agrees to permit the Company to publish and warrants to each Backstop Investor that none disclose in the Proxy Statement or any other disclosure document required in connection with the Merger Agreement or the Transactions contemplated thereby (including, without limitation, Schedule 13e-3) the Stockholder’s identity and beneficial ownership of the information relating Shares and the nature of the Stockholder’s commitments under this Agreement to the Shareholder and hisextent required by applicable Law, her or its affiliates provided in writing by or on behalf of the Shareholder or his, her or its affiliates specifically for inclusion in that any such disclosure in the Proxy Statement or any other filing willto or submission with the SEC or any other Governmental Authority (including, at the time that such filing is first made or distributedwithout limitation, 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 thereinForm 8-K and Schedule 13E-3) shall, in light of each instance, be subject to such Stockholder’s prior review and comment (and the circumstances under which they were made, not misleadingCompany shall consider any such comments in good faith). The Shareholder Each Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Rights OfferingTransactions, the Proposals Merger Agreement or the other transactions contemplated by the Transaction Documents, thereby without the prior written consent of the Backstop Investors and the CompanyCompany (which consent will not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Applicable Law (including as may be required which includes, for the Shareholder avoidance of doubt, any filing by Stockholder on Schedule 13D and any other filings required pursuant to comply with its obligations under the Exchange Act) and applicable securities laws), in which case any such requirement under applicable Law arises, after giving the Backstop Investors and Stockholder shall provide the Company with a reasonable opportunity to review and comment on any such press release or public statement and including all reasonably requested comments of the Backstop Investors and the Company, provided that the ultimate discretion whether or not prior to include any such comments shall remain with the Shareholder and provided that the Shareholder shall not disclose the identity of the Backstop Investorsit being made.

Information for Proxy Statement; Publication. The Shareholder hereby authorizes Each Stockholder consents to the Company to publish and discloseParent publishing and disclosing (i) in any filing required under Applicable Law, including the filings contemplated by the Merger Agreement and (ii) in the registration statement related to the Rights Offering, the proxy statement related to the Proposals and Proxy Statement or any other filing with the SEC or other governmental authority disclosure document required under Applicable Law in connection with the Rights Offering Merger Agreement or the ProposalsTransactions contemplated thereby (including, or the transactions contemplated by the Transaction Documentswithout limitation, the ShareholderSchedule 13E-3) the Stockholder’s identity and beneficial ownership of Shareholder Shares the Stockholder Shares, the existence of this Agreement, and the nature of the ShareholderStockholder’s commitments, arrangements obligations and understandings commitments under this Agreement. The Shareholder represents and warrants to , in each Backstop Investor that none of the information relating case to the Shareholder and hisextent required by applicable Law, her or its affiliates provided in writing by or on behalf of the Shareholder or his, her or its affiliates specifically for inclusion in that any such disclosure in the Proxy Statement or any other filing will(including, at without limitation, each Form 8-K and 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 thereinSchedule 13E-3) shall, in light of the circumstances under which they were madeeach instance, not misleadingbe 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). The Shareholder Each Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Rights OfferingTransactions, the Proposals Merger Agreement or the other transactions contemplated by the Transaction Documents, thereby without the prior written consent of the Backstop Investors Parent and the CompanyCompany (which consent will not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Applicable Law (including as may be required which includes, for the Shareholder avoidance of doubt, any filing by a Stockholder on Schedule 13D and any other filings required pursuant to comply with its obligations under the Exchange Act) and applicable securities laws), in which case any such requirement under applicable Law arises, after giving the Backstop Investors Stockholder shall provide Parent and the Company with a reasonable opportunity to review and comment on any such press release or public statement and including all reasonably requested comments of the Backstop Investors prior to it being made (and the Company, provided that the ultimate discretion whether or not to include Stockholder shall consider any such comments shall remain with in good faith). Each Stockholder, Parent and the Shareholder and provided Company agrees to promptly provide any information that is in its possession that the Shareholder 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 not 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 the identity of the Backstop Investorsany privileged information, personally identifiable information or confidential competitive information with respect to any such request.