Common use of Information Sharing and Roles Clause in Contracts

Information Sharing and Roles. Each Consortium Member shall cooperate in good faith in connection with the Proposal and the Transaction, including, without limitation, by (a) complying with any information delivery or other requirements entered into by Holdco, a Consortium Member or an Affiliate of a Consortium Member, 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), sharing all information reasonably necessary to evaluate the Target and its business, (e) providing each other or Holdco with all information reasonably required concerning such Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction and any other information a Consortium Member may reasonably require in respect of any other Consortium Member and its Affiliates for inclusion in any definitive documentation related to the Transaction, (f) providing timely responses to reasonable requests by any other Consortium Member for information, and (g) applying the level of resources and expertise that such Consortium Member reasonably considers to be necessary and appropriate to meet its obligations under this Agreement. Notwithstanding the foregoing, no Consortium Member is required to make available to the other Consortium Members any of its internal investment committee materials or analyses or any information which it considers commercially sensitive or which is otherwise held subject to an obligation of confidentiality. The Founder Parties shall not provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. Each Consortium Member shall cooperate in good faith in connection with the Proposal and the Transaction, including, without limitation, by (a) complying with any information delivery or other requirements entered into by Holdco, a Consortium Member or an Affiliate of a Consortium Member, 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), ) sharing all information reasonably necessary to evaluate the Target Target, including, without limitation, technical, operational, legal, accounting and its businessfinancial materials and relevant consulting reports and studies, (e) providing each other or Holdco with all information reasonably required concerning such Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction and any other information a Consortium Member may reasonably require in respect of any other Consortium Member and its Affiliates for inclusion in any definitive documentation related to the Transaction, (f) providing timely responses to reasonable requests by any other Consortium Member for information, and (g) applying the level of resources and expertise that such Consortium Member reasonably considers to be necessary and appropriate to meet its obligations under this Agreement. Notwithstanding the foregoing, no Consortium Member is required to make available to the other Consortium Members any of its internal investment committee materials or analyses or any information which it considers commercially sensitive or which is otherwise held subject to an obligation of confidentiality. The Founder Parties Notwithstanding anything herein to the contrary, nothing herein shall not obligate the Founders to provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. (a) Each Consortium Member shall cooperate in good faith in connection with the Proposal and the Transaction, including, without limitation, by (ai) complying with any information delivery or other requirements entered into by Holdco, a Consortium Member or an Affiliate of a Consortium Member, 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), sharing share all information reasonably necessary to evaluate the Target Company, including technical, operational, legal, accounting and its businessfinancial materials and relevant consulting reports and studies, (eii) providing each provide the other or Holdco Consortium Members with all information reasonably required concerning such Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction and any other information a Consortium Member may reasonably require in respect of any other Consortium Member and its Affiliates for inclusion in any definitive documentation related to the Transaction, (fiii) providing provide timely responses to reasonable requests by any other another Consortium Member for information, and (giv) applying apply the level of resources and expertise that such Consortium Member reasonably considers to be is necessary and appropriate to meet its obligations under this Agreement. Unless the Consortium Members otherwise agree, none of the Consortium Members shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation MA of the Exchange Act) with respect to the Company or the Company Stock. Notwithstanding the foregoing, no Consortium Member is shall be required to make available to the other Consortium Members any of 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. (b) The Consortium Members shall work together in good faith to agree on necessary public statements about their intentions in relation to the Company. The Founder Parties shall not provide any information in breach issuance of any of their obligations or fiduciary duties such public statement shall be subject to the TargetSection 5.01.

Information Sharing and Roles. Each Consortium Member Party shall cooperate in good faith in connection with the Proposal and the Transaction, including, without limitation, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Consortium Member or an Affiliate any of a Consortium Memberits Affiliates, 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 Centurium or determined as appropriate by the Majority Initial Consortium Members, (c) executing and complying with any confidentiality agreements reasonably required by the TargetCompany, (d), sharing all information reasonably necessary to evaluate the Target and its business, (e) providing each other Centurium, PWM or Holdco with all information reasonably required concerning such Consortium Member Party or any other matter relating to such Consortium Member its Affiliates in connection with the Transaction including to obtain any regulatory or shareholder approval that is required to complete the Transaction and any other information a Consortium Member Centurium or Holdco may reasonably require in respect of any other Consortium Member Party and its Affiliates for inclusion in any definitive documentation related to the TransactionDefinitive Documents, unless otherwise determined by the Majority Initial Consortium Members, (fe) providing timely responses to reasonable requests by any other Centurium or Joint Advisors for information unless otherwise determined by the Majority Initial Consortium Member for informationMembers, and (gf) applying the level of resources and expertise that such Consortium Member Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement. Notwithstanding , and (g) consulting with Centurium and otherwise cooperating in good faith on any public statements regarding the foregoing, no Consortium Member is required to make available Parties’ intentions with respect to the other Company, any issuance of which shall be subject to Section 7.1. Unless the Majority Initial Consortium Members any otherwise agree, none of its internal investment committee materials or analyses or any information which it considers commercially sensitive or which is otherwise held subject to an obligation of confidentiality. The Founder the Parties shall not provide any information in breach commission a report, opinion or appraisal (within the meaning of any Item 1015 of their obligations or fiduciary duties to Regulation M-A of the TargetExchange Act).

Information Sharing and Roles. Each (a) Subject to clause 2.2(c), the Consortium Member Members shall cooperate in good faith in connection with the Proposal and the Transaction, including, without limitation, including by (ai) complying with any information delivery or other requirements entered into by Holdco, a Consortium Member or an Affiliate of a Consortium Member, 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), sharing all information reasonably necessary to evaluate the Target Company, including technical, operational, legal, accounting and its business, financial materials and relevant consulting reports and studies; (eii) providing each other or Holdco one another with all information reasonably required concerning such any Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction and any other information a one Consortium Member may reasonably require in respect of any other Consortium Member and its Affiliates for inclusion in any definitive documentation related to the Transaction, Documentation; (fiii) providing timely responses to reasonable requests by any other Consortium Member one another for information, so as to meet the timeframes and deadlines under this Agreement; (giv) applying the level of resources and expertise that such each Consortium Member reasonably considers to be is necessary and appropriate to meet its obligations under this Agreement; and (v) conducting negotiations with the Special Committee, its advisors and other parties in connection with the Transaction. (b) The Consortium Members shall work together in good faith to agree on necessary public statements about their intentions in relation to the Company. Notwithstanding the foregoingThe issuance of any such public statement shall be subject to clause 8.1. (c) Except as may otherwise be required by law (including in connection with any Documentation required to be filed with or submitted to any governmental agency), no Consortium Member is required to make available to the other Consortium Members any of 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 Founder Parties shall not provide any information in breach of any of their obligations or fiduciary duties to the Target.

Information Sharing and Roles. (a) Each Consortium Member shall cooperate in good faith in connection with the Proposal and the Transaction, including, without limitation, including by (ai) complying with any information delivery or other requirements entered into by Holdco, a Consortium Member or an Affiliate of a Consortium Member, 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), sharing all information reasonably necessary to evaluate the Target Company, including technical, operational, legal, accounting and its businessfinancial materials and relevant consulting reports and studies, (eii) providing each other or Holdco Parent with all information reasonably required concerning such Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction and any other information a Consortium Member may reasonably require in respect of any other Consortium Member and its Affiliates for inclusion in any definitive documentation related to the TransactionDocumentation, (fiii) providing timely responses to reasonable requests by any other another Consortium Member for information, and (giv) applying the level of resources and expertise that such Consortium Member reasonably considers to be is necessary and appropriate to meet its obligations under this Agreement, and (v) conducting negotiations with the Special Committee, its advisors and other Consortium Members in connection with the Transaction and in coordination with each other. Unless the Consortium Members otherwise agree, none of the Consortium Members shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation MA of the Exchange Act). Notwithstanding the foregoing, (A) no Consortium Member is Sponsor shall be required to make available to the other Consortium Members any of 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 confidentiality and (B) none of the Founder Parties Consortium Members shall not be obligated to provide any information if providing such information is in breach of any of their obligations or fiduciary duties to the TargetCompany. (b) The Consortium Members shall work together in good faith to agree on necessary public statements about their intentions in relation to the Company. The issuance of any such public statement shall be subject to Section 7.01.

Information Sharing and Roles. Each Consortium Member shall cooperate in good faith in connection with the Proposal and the Transaction, including, without limitation, by (a) complying with any information delivery or other requirements entered into by Holdco, a Consortium Member or an Affiliate of a Consortium Member, 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), sharing all information reasonably necessary to evaluate the Target Target, including, without limitation, technical, operational, legal, accounting and its businessfinancial materials and relevant consulting reports and studies, (e) providing each other or Holdco with all information reasonably required concerning such Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction and any other information a Consortium Member may reasonably require in respect of any other Consortium Member and its Affiliates for inclusion in any definitive documentation related to the Transaction, (f) providing timely responses to reasonable requests by any other Consortium Member for information, and (g) applying the level of resources and expertise that such Consortium Member reasonably considers to be necessary and appropriate to meet its obligations under this Agreement. Notwithstanding the foregoing, no Consortium Member is required to make available to the other Consortium Members any of its internal investment committee materials or analyses or any information which it considers commercially sensitive or which is otherwise held subject to an obligation of confidentiality. The Notwithstanding anything herein to the contrary, nothing herein shall obligate the Founder Parties shall not to provide any information in breach of any of their his obligations or fiduciary duties to the Target.

Information Sharing and Roles. (a) Each Consortium Member shall cooperate in good faith in connection with the Proposal and the Transaction, including, without limitation, including by (ai) complying with any information delivery or other requirements entered into by Holdco, a Consortium Member or an Affiliate of a Consortium Member, 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), sharing all information reasonably necessary to evaluate the Target Company, including technical, operational, legal, accounting and its businessfinancial materials and relevant consulting reports and studies, (eii) providing each other or Holdco Parent with all information reasonably required concerning such Consortium Member or any other matter relating to such Consortium Member in connection with the Transaction and any other information a Consortium Member may reasonably require in respect of any other Consortium Member and its Affiliates for inclusion in any definitive documentation related to the TransactionDocumentation, (fiii) providing timely responses to reasonable requests by any other another Consortium Member for information, and (giv) applying the level of resources and expertise that such Consortium Member reasonably considers to be is necessary and appropriate to meet its obligations under this Agreement, and (v) conducting negotiations with the Special Committee, its advisors and other Consortium Members in connection with the Transaction and in coordination with each other. Unless the Consortium Members otherwise agree, none of the Consortium Members shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation MA of the Exchange Act). Notwithstanding the foregoing, no Consortium Member is (A) the Sponsor shall not be required to make available to the other Consortium Members any of 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 confidentiality and (B) none of the Founder Parties Consortium Members shall not be obligated to provide any information if providing such information is in breach of any of their obligations or fiduciary duties to the TargetCompany. (b) The Consortium Members shall work together in good faith to agree on necessary public statements about their intentions in relation to the Company. The issuance of any such public statement shall be subject to Section 7.01.