Common use of Information Sharing and Roles Clause in Contracts

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (f) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (g) providing timely responses to requests by another Party for information, (h) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (f) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (g) providing timely responses to requests by another Party for information, (h) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities Parties agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. 2.8.1. Each Party Investor shall cooperate in good faith in connection with the Proposal and the TransactionMerger, including by (a) complying with any reasonable information delivery or other similar requirements entered into consented to by Holdco, a Party the Lead Investor or an Affiliate of a Partythe Company in connection with the Merger, and shall not, and shall direct its the Representatives of such party not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations complying with any confidentiality agreement entered into with the Special Committee and its advisorsCompany, (c) executing and complying with any confidentiality agreements reasonably required by providing the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (f) providing each other Investors or Holdco Parent with all information reasonably required concerning such Party party or any other matter relating to such Party party in connection with the Transaction Merger and any other information a Party any other Investor may reasonably require in respect of any other Party party and his, her or its Affiliates for inclusion in connection with any filings that are required to be made with the definitive documentationSEC as a result of the Transactions (including the filing of the Schedule 13E-3), promptly after receiving such information request, (gd) providing timely responses to requests by another Party the Lead Investor for informationinformation in connection with the Merger, (he) applying the level of resources and expertise that such Party party reasonably considers to be necessary and appropriate to meet its the obligations of such party under this Agreement, and (if) consulting with each other Party the Lead Investor and otherwise cooperating in good faith on any public statements regarding the Partiesparties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1Company. Unless the Parties Lead Investor otherwise agreeagrees, none of the Parties parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Each Investor shall use reasonable best efforts and provide all cooperation as may be reasonably requested by the Lead Investor to comply with the rules of, or obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required by any Governmental Entity, or, in the reasonable opinion of the Investors, desirable for the consummation of the Transactions. 2.8.2. Notwithstanding the foregoing, no Party Investor is required to make available to the other Parties Investors any of their internal board meeting or investment committee materials or analyses or any information which it considers to be being commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities Investors agree and confirm that the Investors who are directors or employees of the Company or its subsidiaries shall not be obligated to provide any information in breach of any of their respective obligations or fiduciary duties to the TargetCompany.

Information Sharing and Roles. (a) Each Party shall cooperate with the other Parties in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisors, (ci) executing and complying with any confidentiality agreements reasonably required by the TargetCompany, (dii) participating in meetings and negotiations with Debt the Special Committee, Financing lendersBanks and their advisors (as reasonably requested by the Senior Management Member Representative), (eiii) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fiv) providing each other or Holdco one another with all information reasonably required concerning such any Party or any other matter relating to such a Party and its Affiliates in connection with the Transaction and any other information a Party the Senior Management Member Representative and/or IDG, as applicable, may reasonably require in respect of any other another Party and its Affiliates for inclusion in the definitive documentationDocumentation, (gv) providing timely responses to requests by one another Party for information, and (hvi) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1. Unless the Parties Senior Management Member Representative otherwise agreeagrees, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required the obligations of the Parties under this Section 2.01(a) shall be subject to make available (x) any limitations or other requirements that may be imposed by the Special Committee, (y) the terms and conditions to be set forth in the Merger Agreement or any confidentiality agreements entered into in connection with the Transaction and (z) the fiduciary duties and other obligations of the Senior Management Members under applicable laws. (b) The Parties shall work together in good faith to agree on any necessary public statements about their intentions in relation to the other Parties Company. The issuance of any of their internal investment committee materials or analyses or any information which it considers to such public statement shall be commercially sensitive information or which is otherwise held subject to an obligation the approval process and terms of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the TargetSection 6.01.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, ; (b) participating in meetings and negotiations with the Special Committee and its advisorsadvisors with respect to the Transaction, provided that the Chairman shall be the lead negotiator; (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, provided that the Chairman shall be the lead negotiator; (d) executing a customary confidentiality agreement reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction; (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, ; (f) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, ; (g) providing timely responses to requests by another Party for information, ; (h) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and ; (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 16.1; and (j) any other action that is deemed customary for transactions of this type by the Chairman. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Management Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target, as applicable.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (ec) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fd) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (ge) providing timely responses to requests by another Party for information, (hf) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (ig) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their its internal investment committee materials or analyses or any information which it it/he/she considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities Parties agree and confirm that Major Shareholder Parties shall not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, ; (b) participating in meetings and negotiations with the Special Committee and its advisorsadvisors with respect to the Transaction, provided that the Chairman shall be the lead negotiator; (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, provided that the Chairman shall be the lead negotiator; (d) executing a customary confidentiality agreement reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction; (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, ; (f) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, ; (g) providing timely responses to requests by another Party for information, ; (h) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and ; (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 16.1; and (j) any other action that is deemed customary for transactions of this type by the Chairman. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion opinion, or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities Management Parties agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target, as applicable.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the TargetCompany, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fe) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (gf) providing timely responses to reasonable requests by another Party for information, (hg) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (ih) reasonably consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the TargetCompany, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities Parties agree and confirm that the Parties who are directors or employees of the Company or its subsidiaries shall not to be obligated provide any information in breach of any of their respective obligations or fiduciary duties to the TargetCompany.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including including, without limitation, by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisors, (c) executing and complying with any confidentiality confidential agreements reasonably required by the TargetCompany, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fe) providing each other Party or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentationDefinitive Agreements, (gf) providing timely responses to requests by another each other Party or Joint Advisors for information, (hg) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, (h) participating in meetings and negotiations with Debt Financing lenders, and (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the TargetCompany, any issuance of which shall be subject to Section 6. 1‎Section 6.1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee Target Board and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fe) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (gf) providing timely responses to requests by another Party for information, (hg) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (ih) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into consented to by Holdco, a Party the Lead Investors in connection with the Proposal or an Affiliate of a Partythe Transaction, and shall not, and shall direct its the Representatives of such Party not to, whether by their action or omission, breach such arrangements or obligations, (b) to the extent requested by any Lead Investor, participating in meetings and negotiations with the Special Committee Board and/or a special committee of independent and disinterested directors of the Board (if one is formed) and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the TargetCompany, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate providing the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (f) providing each other Lead Investors or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party any Lead Investor may reasonably require in respect of any other Party and his, her or its Affiliates for inclusion in the definitive documentationDefinitive Documents, (ge) providing timely responses to requests by another Party any Lead Investor or Joint Advisor for information, (hf) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its the obligations of such Party under this Agreement, and (ig) consulting with each other Party the Lead Investors and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the TargetCompany, any issuance of which shall be subject to Section 6. 17.1. Unless the Parties Lead Investors otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it such Party considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by, where reasonably requested by the Sponsor in writing (and as soon as commercially practicable upon such request), (a) to the extent legally permissible, complying with any information delivery or other requirements entered into by Holdco, a Party Holdco or an Affiliate of a Partythe Sponsor, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisorsadvisors to the extent requested by the Sponsor, (c) executing and complying with any confidentiality and standstill agreements reasonably required by the TargetCompany, (d) participating subject to the confidentiality provision in meetings and negotiations with Debt Financing lendersSection 7.2, (e) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fe) subject to the confidentiality provision in Section 7.2 and to the extent legally permissible, providing each other the Sponsor or Holdco with all information reasonably required concerning such Party and its Affiliates or any other matter relating to such Party and its Affiliates in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentationDefinitive Documentation, (gf) subject to the confidentiality provision in Section 7.2, providing timely responses to requests by another Party the Sponsor or Joint Advisors for information, (hg) applying the level of resources and expertise that such Party is reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (ih) consulting with each other Party the Sponsor and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the TargetCompany, any issuance of which shall be subject to Section 6. 17.1. Unless the Parties Sponsor otherwise agreeagrees, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act)) in respect of the Transaction. The Sponsor shall share with each Party material updates to drafts of the Definitive Documentations and keep each Party reasonably updated as to the status of the Transaction. Notwithstanding the foregoing, no Party is required to make available to the other Parties Parties, the Sponsor and/or Holdco any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party Sponsor or an Affiliate of a PartySponsor, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisorsadvisors to the extent requested by a Sponsor, (c) executing and complying with any confidentiality agreements reasonably required by the TargetCompany, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fe) providing each other the Sponsors or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party Sponsor may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentationDefinitive Documentation, (gf) providing timely responses to requests by another Party a Sponsor or Joint Advisor for information, (hg) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (ih) consulting with each other Party the Sponsors and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the TargetCompany, any issuance of which shall be subject to Section 6. 16.1. Unless the Parties Sponsors otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party (a) Rollover Stockholder shall cooperate in good faith in connection with the Proposal and the TransactionMerger, including by (a) complying with any information delivery or other requirements entered into consented to by Holdco, a Party or an Affiliate of a Partythe Lead Investors (as defined in the Interim Investors Agreements) in connection with the Merger, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with providing the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (f) providing each other Lead Investors or Holdco Parent with all information reasonably required concerning such Party Rollover Stockholder or any other matter relating to such Party Rollover Stockholder in connection with the Transaction Merger and any other information a Party any Lead Investor may reasonably require in respect of any other Party party and his, her or its Affiliates in connection with any filings that are required to be made with the SEC as a result of the Transactions (including the filing of the Schedule 13E-3 and the Proxy Statement), or to comply with the rules of, or obtain all necessary approvals, licenses, waivers or exemptions required by, any applicable Governmental Entity (including any notices, reports or other filings as may be required to obtain the CFIUS Clearance) necessary or desirable for inclusion in the definitive documentationconsummation of the Transactions, or as otherwise requested by a Governmental Entity (collectively, “Regulatory Disclosures”), (gc) providing timely responses to requests by another Party for informationany Lead Investor, (hd) applying the level of resources and expertise that such Party party reasonably considers to be necessary and appropriate to meet its the obligations of such party under this Agreement, Agreement and (ie) consulting with each other Party the Lead Investors and otherwise cooperating in good faith on any public statements regarding the Partiesparties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1Company. Unless the Parties Lead Investors otherwise agree, none of the Parties Rollover Stockholder shall not commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Rollover Stockholder shall use reasonable best efforts and provide all cooperation as may be reasonably requested by the Lead Investors to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Investors (as defined in the Interim Investors Agreement), desirable for the consummation of the Transaction. (b) Notwithstanding the foregoingforegoing or anything to the contrary in this Agreement, no Party is required none of the provisions of this Agreement shall be construed as requiring Rollover Stockholder to (i) make available to the other Parties Investors any of their internal investment committee materials or analyses or or, other than Regulatory Disclosures, any information which it such party considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities ; and (ii) with respect to any Regulatory Disclosures, provide, or cause to be provided or agree not or commit to provide (A) information where the sharing of such information as contemplated would be prohibited by Laws applicable to it or its Affiliates or any Order applicable to or imposed upon it or its Affiliates; (B) information of the nature set forth in Schedule 7.5(f) of the Merger Agreement; provided, however, that with respect to the foregoing clause (B), to the extent that any Governmental Entity requests any such information with respect to Rollover Stockholder or its Affiliates that is not required to be provided pursuant to clause (B), Rollover Stockholder undertakes to enter into good faith discussions with the Lead Investors, the Company and/or the Government Entity (as required) and use its reasonable efforts to provide other information, within the constraints imposed on Rollover Stockholder and its Affiliates by applicable Law, organizational documents, existing internal policies and past practices, which Rollover Stockholder is able to provide that attempts to address the topic(s) of inquiry then being made by such Governmental Entity. No failure by Rollover Stockholder to cause the provision of information referred to in this Section 3.3(b) (under the applicable circumstances and subject to the terms hereunder) shall be deemed a breach of any of their obligations or fiduciary duties to the Targetprovision in this Agreement by Rollover Stockholder.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including including, without limitation, by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee Company and its advisorsadvisors to the extent requested by Sponsor, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fd) providing each other Sponsor or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party Sponsor may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentationDefinitive Documentation, (ge) providing timely responses to requests by another Party Sponsor or Joint Advisor for information, (hg) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (if) consulting with each other Party Sponsor and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the TargetCompany, any issuance of which shall be subject to Section 6. 1. Unless the Parties Sponsor otherwise agreeagrees, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials (including all due diligence reports (of which each Party shall be an addressee and on which each Party shall be entitled to rely)) and relevant consulting reports and studies, (f) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (g) providing timely responses to requests by another Party for information, (h) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities Parties agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the TargetCompany, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fe) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (gf) providing timely responses to reasonable requests by another Party for information, (hg) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (ih) reasonably consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the TargetCompany, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities Parties agree and confirm that the Founders shall not to provide any information in breach of any of their respective obligations or fiduciary duties to the TargetCompany.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by HoldcoParent, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee Company Board and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the TargetCompany, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the TargetCompany, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fe) providing each other or Holdco Parent with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, (gf) providing timely responses to requests by another Party for information, (hg) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (ih) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the TargetCompany, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the TransactionTransactions, including by (a) complying with any information delivery or other requirements entered into by HoldcoParent, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with the Special Committee and its advisorsadvisors to the extent requested by the Chairman Parties, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenderslender(s) to the extent requested by the Chairman Parties, (e) sharing all information reasonably necessary to evaluate providing the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (f) providing each other Chairman Parties or Holdco Parent with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction Transactions and any other information a Party may that is reasonably require required in respect of any other such Party and its Affiliates for inclusion in the definitive documentation, (gf) providing timely responses to reasonable requests by another Party the Chairman Parties for information, (hg) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (ih) consulting with each other Party the Chairman Parties and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1‎6.1. Unless the Chairman Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality). The Chairman Parities Parties agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. (a) Each Party shall cooperate with the other Parties in good faith in connection with the Proposal and the Transaction, including by (ai) complying with any information delivery or other requirements entered into by Holdco, a Party the Sponsor, the Senior Management Member Representative, or an Affiliate of a Partythereof, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (bii) participating in meetings and negotiations with the Special Committee and its advisors, (ciii) executing and complying with any confidentiality agreements reasonably required by the Target, (div) participating in meetings and negotiations with Debt the Financing lendersBanks, (ev) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (fvi) providing each other the Sponsor, the Senior Management Member Representative or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party the Sponsor or the Senior Management Member Representative may reasonably require in respect of any other such Party and its Affiliates for inclusion in the definitive documentationDocumentation, (gvii) providing timely responses to requests by another Party the Sponsor or the Senior Management Member Representative for information, and (hviii) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1. Unless the Parties Sponsor and the Senior Management Member Representative otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is (A) the Sponsor shall not be required to make available to the other Parties any of their its internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities agree not confidentiality and (B) the obligations of the Parties under this Section 2.01(a) shall be subject to provide (x) any information limitations or other requirements that may be imposed by the Special Committee, (y) the terms and conditions to be set forth in breach of the Merger Agreement or any of their obligations or confidentiality agreements entered into in connection with the Transaction and (z) the fiduciary duties and other obligations of the Senior Management Members under applicable laws. (b) The Parties shall work together in good faith to agree on necessary public statements about their intentions in relation to the Target. The issuance of any such public statement shall be subject to the approval process and terms of Section 6.01.

Information Sharing and Roles. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, ; (b) participating in meetings and negotiations with the Special Committee and its advisorsadvisors with respect to the Transaction, provided that the Chairman shall be the lead negotiator; (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, provided that the Chairman shall be the lead negotiator; (d) executing and comply with any confidentiality agreements reasonably required by the Target; (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, ; (f) providing each other or Holdco with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, ; (g) providing timely responses to requests by another Party for information, ; (h) applying the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement, and ; (i) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 16.1; and (j) any other action that is deemed customary for transactions of this type by the Chairman. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion opinion, or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal investment committee materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities Management Parties agree not to provide any information in breach of any of their obligations or fiduciary duties to the Target, as applicable.

Information Sharing and Roles. 2.8.1. Each Party Investor shall cooperate in good faith in connection with the Proposal and the TransactionMerger, including by (a) complying with any information delivery or other requirements entered into consented to by Holdco, a Party or an Affiliate of a Partythe Lead Investors in connection with the Merger, and shall not, and shall direct its the Representatives of such party not to, whether by their action or omission, breach such arrangements or obligations, (b) participating in meetings and negotiations with providing the Special Committee and its advisors, (c) executing and complying with any confidentiality agreements reasonably required by the Target, (d) participating in meetings and negotiations with Debt Financing lenders, (e) sharing all information reasonably necessary to evaluate the Target, including technical, operational, legal, accounting and financial materials and relevant consulting reports and studies, (f) providing each other Lead Investors or Holdco Parent with all information reasonably required concerning such Party party or any other matter relating to such Party party in connection with the Transaction Merger and any other information a Party any Lead Investor may reasonably require in respect of any other Party party and his, her or its Affiliates in connection with any filings that are required to be made with the SEC as a result of the Transaction (including the filing of the Schedule 13E-3 and the Proxy Statement), or to comply with the rules of, or obtain all necessary approvals, licenses, waivers or exemptions required by, any applicable Governmental Entity (including any notices, reports or other filings as may be required to obtain the CFIUS Clearance) necessary or desirable for inclusion in the definitive documentationconsummation of the Transaction, or as otherwise requested by a Governmental Entity (collectively, “Regulatory Disclosures”), (gc) providing timely responses to requests by another Party for informationany Lead Investor, (hd) applying the level of resources and expertise that such Party party reasonably considers to be necessary and appropriate to meet its the obligations of such party under this Agreement, Agreement and (ie) consulting with each other Party the Lead Investors and otherwise cooperating in good faith on any public statements regarding the Partiesparties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1Company. Unless the Parties Lead Investors otherwise agree, none of the Parties parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Each Investor shall use reasonable best efforts and provide all cooperation as may be reasonably requested by the Lead Investors to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Investors, desirable for the consummation of the Transaction. 2.8.2. Notwithstanding the foregoingforegoing or anything to the contrary in this Agreement, no Party is required none of the provisions of this Agreement shall be construed as requiring any Investor to (i) make available to the other Parties Investors any of their internal investment committee materials or analyses or or, other than Regulatory Disclosures, any information which it such party considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Chairman Parities ; and (ii) with respect to any Regulatory Disclosures, provide, or cause to be provided or agree not or commit to provide (A) information where the sharing of such information as contemplated would be prohibited by Laws applicable to it or its Affiliates or any Order applicable to or imposed upon it or its Affiliates; (B) information of the nature set forth in Schedule 7.5(f) of the Merger Agreement; or (C) in the case of the GIC Investor, any non-public information with respect to it or any of its Affiliates other than of the type or to the extent the GIC Investor and/or its Affiliates have previously provided to Governmental Entities in prior transactions under substantially similar standards of confidentiality; provided, however, that with respect to the foregoing clause (B) and (C), to the extent that any Governmental Entity requests any such information with respect to an Investor or its Affiliates that is not required to be provided pursuant to clause (B) or (C), such Investor undertakes to enter into good faith discussions with the Lead Investors, the Company and/or the Government Entity (as required) and use its reasonable efforts to provide other information, within the constraints imposed on such Investor and its Affiliates by applicable Law, organizational documents, existing internal policies and past practices, which such Investor is able to provide that attempts to address the topic(s) of inquiry then being made by such Governmental Entity. No failure by any Investor to cause the provision of information referred to in this Section 2.8.2 (under the applicable circumstances and subject to the terms hereunder) shall be deemed a breach of any provision in this Agreement by such Investor. Solely with respect to this Section 2.8.2, Affiliates of the GIC Investor include all Affiliates of GIC Investor, including but not limited to GIC Private Limited, GIC Special Investments Pte. Ltd., GIC (Ventures) Pte. Ltd. and their obligations or fiduciary duties to the Targetrespective subsidiaries.