Common use of Press Releases and Communications Clause in Contracts

Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement and will not issue, or cause the publication of, any public release or announcement concerning the Transactions without the prior written consent of both Purchaser and the Stockholders’ Representative (such consent shall not be unreasonably withheld, conditioned or delayed; provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms of the Transactions or any financial information of the other party). Notwithstanding the foregoing, (i) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law or the rules or regulations of any securities exchange (in which case, the party hereto required to make the release or announcement shall allow the other party hereto reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (ii) the foregoing shall not restrict or prohibit the Company and its Affiliates from making any announcement to the Acquired Companies’ employees, Franchisees, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iii) any party or any party’s Affiliates who is an investment fund may disclose the terms of the Transactions and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s business. Each party hereto shall be responsible for any breach of this Section 5.06 by one or more of its Affiliates.

Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement in accordance with Section ‎9.05 and will not issue, or cause the publication of, any public release or announcement concerning the Transactions transactions contemplated by this Agreement without the prior written consent of both Purchaser and the Stockholders’ Securityholder Representative (such consent shall not be unreasonably withheld, conditioned or delayed; provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms of the Transactions transactions contemplated hereby or any financial information of any party hereto except as contemplated by the other partyfollowing sentence). Notwithstanding the foregoing, (ia) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law Law or the rules or regulations of any securities exchange (in which case, without the party hereto required to make the release or announcement shall allow prior consent of the other party hereto reasonable time (but after prior consultation with the other party to comment on or seek a protective order with respect to such release or announcement in advance of such issuancethe extent practicable under the circumstances), (iib) the foregoing shall not restrict or prohibit the any Acquired Company and its Affiliates from making any announcement to the Acquired Companies’ its employees, Franchisees, current and former stockholders customers and other business relationships to the extent the Company it determines in good faith that such announcement is necessary or advisable so long as any such announcement does not contain the financial terms of the transactions contemplated hereby or any financial information of any party hereto, and (iiic) any party hereto or any such party’s Affiliates who Affiliate, in each case, that is an investment fund may disclose the terms of the Transactions transactions contemplated hereby and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s business. Each party hereto shall be responsible for any breach of this Section 5.06 9.08 by one or more of its Affiliates.

Press Releases and Communications. The parties hereto will, Seller and will cause the Purchaser may each of their Affiliates to, and will direct each of their respective representatives to, maintain issue a press release promptly following the confidentiality execution of this Agreement and will not issueAgreement, or cause the publication ofwhich press release shall be mutually agreed. Thereafter, any public release or announcement concerning the Transactions without the prior written consent of both Purchaser and the Stockholders’ Representative (such consent shall not be unreasonably withheld, conditioned or delayed; provided, that no each party hereto may issue a press release; provided that, to the extent reasonably possible, such party shall be required to consent to any public release or announcement that contains the financial terms provide a draft of the Transactions press release to the other party at least 48 hours (or such shorter period as is reasonable under the circumstances) prior to the issuance of such press release and take into account any financial information reasonable comments made by such other party. Nothing herein shall prevent either party hereto from notifying its employees, customers or suppliers of the other party)transactions contemplated herein prior to the Closing as is necessary or desirable to facilitate the consummation of such transactions. Notwithstanding For the foregoingavoidance of doubt, (i) the foregoing shall not restrict or prohibit any of the parties hereto from making acknowledge and agree that any release or announcement required by applicable law or the rules or regulations of any securities exchange (in which case, the party hereto required to make the release or announcement shall allow the other party hereto reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (ii) the foregoing shall not restrict or prohibit the Company and its Affiliates from making any announcement to the Acquired Companies’ employees, Franchisees, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iii) any party or any party’s Affiliates who is an investment fund may disclose the terms of the Transactions transactions contemplated hereunder and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s businessbusiness so long as the Person to whom such disclosure is made is bound by confidentiality. Each party hereto Nothing in this Section 10.10 shall be responsible for any breach limit the Purchaser and its Affiliates from making disclosures of this Section 5.06 Agreement or related to this Agreement and the transactions contemplated hereby in any filings with the U.S. Securities or Exchange Commission, any comparable Governmental Authority in any other country or in any other communication with its or their investors; provided that, to the extent reasonably possible, the Purchaser shall provide a draft of the relevant disclosure to the Seller at least 48 hours (or such shorter period as is reasonable under the circumstances) prior to such disclosure (except to the extent any such disclosure is substantially similar to a prior disclosure) and take into account any reasonable comments made by one or more of its Affiliatessuch other party.

Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement and will not issue, or cause the publication of, any public No press release or announcement concerning public announcement, written or oral, related to this Agreement, the Transactions transactions contemplated herein or to the existence of any arrangement between the Parties, shall be issued or made by any Party (or any Affiliate of a Party) without the prior written consent joint approval of both the Purchaser and the Stockholders’ Representative Seller (such consent which approval shall not be unreasonably withheld), conditioned unless required by Law or delayed; provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms listing requirements of the Transactions or any financial information Nasdaq (on the reasonable advice of the other party). Notwithstanding the foregoing, (icounsel) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law or the rules or regulations of any securities exchange (in which casecase the Purchaser and the Seller shall have the right to review such press release, announcement or communication prior to issuance, distribution or publication to the extent reasonably practicable. For the avoidance of doubt, the party hereto required to make Parties acknowledge and agree that the release or announcement shall allow the other party hereto reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (ii) the foregoing shall not restrict or prohibit the Company Seller and its Affiliates from making any announcement to may provide general information about the Acquired Companies’ employees, Franchisees, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iii) any party or any party’s Affiliates who is an investment fund may disclose the terms subject matter of the Transactions and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraisingtheir fund raising, marketing, informational or reporting activities activities. Notwithstanding anything contained herein to the contrary, unless required by Law or otherwise the listing requirements of the Nasdaq (on the reasonable advice of counsel), the Purchaser shall not use the name or xxxx of any Affiliates of the Seller, or any abbreviation, variation or derivative thereof, in any press release, public announcement or similar public document or communication relating to the ordinary course transactions contemplated by this Agreement without the express written consent of the Seller. If either party, based on the advice of its counsel, determines that this Agreement, or any of the Ancillary Agreements, must be publicly filed with a Governmental Entity, then such party’s business. Each , prior to making any such filing, shall provide the other party hereto shall be responsible for any breach and its counsel with a redacted version of this Section 5.06 Agreement (and any other Ancillary Agreement) which it intends to file, and will give due consideration to any comments provided by one the other party or more its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Entity of those sections specified by the other party or its Affiliatescounsel.

Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement and will not issue, or cause the publication of, any public release or announcement concerning the Transactions transactions contemplated by this Agreement without the prior written consent of both the Purchaser and the Stockholders’ Stockholder Representative (such consent shall not be unreasonably withheld, conditioned or delayed); provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms of the Transactions transactions contemplated hereby or any financial information of the other party). Notwithstanding the foregoing, (ia) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law Law or the rules or regulations of any securities exchange (in which case, the party hereto required to make the release or announcement shall allow the other party hereto reasonable time to reasonably prompt notice thereof so that the other party may review and recommend comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (ii) the foregoing shall not restrict or prohibit the Company and its Affiliates from making any announcement to the Acquired Companies’ employees, Franchisees, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iiib) any party or any party’s Affiliates who is an investment fund may disclose the terms of the Transactions transactions contemplated hereby and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s businessbusiness so long as such Affiliates, investors and funds are bound by obligations or otherwise instructed to keep such information confidential. Each party hereto shall be responsible for any breach of this Section 5.06 9.07 by one or more of its AffiliatesAffiliates and current or potential investors.

Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement and will not issue, or cause the publication of, any public release or announcement concerning the Transactions without the prior written consent of both Purchaser and the Stockholders’ Representative (such consent shall not be unreasonably withheld, conditioned or delayed; provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms of the Transactions or any financial information of the other party). Notwithstanding the foregoing, (i) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law or the rules or regulations of any securities exchange (in which case, the party hereto required to make the release or announcement shall allow the other party hereto reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (ii) the foregoing shall not restrict or prohibit the Company and its Affiliates from making any announcement to the Acquired Companies’ employees, Franchiseescustomers, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iii) any party or any party’s Affiliates who is an investment fund may disclose the terms of the Transactions and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s business. Each party hereto shall be responsible for any breach of this Section 5.06 by one or more of its Affiliates.

Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement and will not issue, or cause the publication of, any public release or announcement concerning the Transactions transactions contemplated by this Agreement without the prior written consent of both the Purchaser and the Stockholders’ Seller Representative (such consent shall not be unreasonably withheld, conditioned or delayed; provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms of the Transactions or any financial information of the other party). Notwithstanding the foregoing, (ia) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law Law or the rules or regulations of any securities exchange (in which case, the party hereto required to make the release or announcement shall use commercially reasonable efforts to allow the other party hereto reasonable time an opportunity to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (iib) the foregoing shall not restrict or prohibit the Company and its Affiliates Purchaser from making any announcement to filings with the Acquired Companies’ employeesU.S. Securities and Exchange Commission required under applicable securities Laws, Franchisees(c) following the initial press release, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iii) any party or any party’s Affiliates who is an investment fund may disclose the financial terms of the Transactions and this Agreement transactions contemplated hereby to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s business, and (d) the foregoing shall not restrict or prohibit the Purchaser from issuing any release or making any announcement concerning the transactions contemplated hereby following the Closing. Each party hereto shall be responsible for any breach of this Section 5.06 9.07 by one or more of its Affiliates.