Common use of Press Releases and Communications Clause in Contracts

Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated hereby, or, prior to the Closing, any other announcement or communication related to this Agreement or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will be issued or made by any party hereto without the joint approval of Buyer and the Sellers’ Representative, in each case unless required by law (in the reasonable opinion of counsel), court process or the rules or regulations of any national securities exchange, in which case the party required to make the press release, announcement or communication shall use its reasonable best efforts to allow the Seller’s Representative (in the case of Buyer) or Buyer (in the case of any WCAS Blocker Seller, WCAS Blocker or the Company) reasonable time to comment on such publication or announcement in advance of the issuance thereof; provided, that the foregoing will not restrict or prohibit (a) the Company or its Subsidiaries from making any announcement to its employees, independent contractors, customers, suppliers and other business relations to the extent the Company or its Subsidiaries reasonably determine in good faith that such announcement is necessary or advisable or (b) Buyer or its Affiliates from making any communications to the Company’s or its Subsidiaries’ customers, suppliers and other business relations to the extent Buyer reasonably determines in good faith that such announcement is necessary or advisable. For the avoidance of doubt, the parties hereto acknowledge and agree that WCAS Blocker and its respective Affiliates may provide general information about the subject matter of this Agreement (excluding any economic or other substantive terms hereof) in connection with WCAS Blocker or its Affiliate’s fund raising, marketing or reporting activities.

Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herebyMerger, or, or prior to the Closing, any other announcement or communication related to this Agreement or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will shall be issued or made by any party hereto or on behalf of the Company, Parent or Merger Sub without the joint approval prior written consent of Buyer and the Sellers’ Representativeother parties hereto, in each case unless required by law Law or applicable stock exchange rules (in the reasonable opinion advice of counsel), court process or the rules or regulations of any national securities exchange, ) in which case the issuing party required will use reasonable best efforts to make allow the other parties reasonable time to review and comment on such press release, announcement or communication shall use prior to its reasonable best efforts to allow the Seller’s Representative (in the case of Buyer) issuance, distribution or Buyer (in the case of any WCAS Blocker Seller, WCAS Blocker or the Company) reasonable time to comment on such publication or announcement in advance of the issuance thereofpublication; provided, however, that following the public announcement of the Transactions, the foregoing will not restrict or prohibit (a) the Company or any of its Subsidiaries from making any announcement to its employees, independent contractors, customers, suppliers customers and other business relations to the extent the Company or its Subsidiaries such Subsidiary reasonably determine determines in good faith that such announcement is necessary or advisable or is necessary to comply with any Law or the requirements of any Contract to which the Company or any of its Subsidiaries are a party (b) Buyer in which case the Company will use reasonable best efforts to allow Parent reasonable time to review and comment on such announcement prior to its issuance, distribution or publication). Following the public announcement of the Transactions, each Holder and its Affiliates from making any communications to the Company’s or its Subsidiaries’ customers, suppliers and other business relations to the extent Buyer reasonably determines in good faith that such announcement is necessary or advisable. For the avoidance of doubt, the parties hereto acknowledge and agree that WCAS Blocker and its respective Affiliates may (a) provide general information about the subject matter of this Agreement and the Company and its Subsidiaries (excluding any economic or other substantive terms hereofincluding its and their performance and improvements) in connection with WCAS Blocker such Holder’s or its Affiliates’ marketing, informational or reporting activities and (b) report and disclose the status of this Agreement and the Transactions to their respective direct and indirect limited partners or investors. Notwithstanding anything contained herein to the contrary, in no event will Parent or, after the Closing, the Surviving Corporation have any right to use any Holder’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of such Holder or its Affiliate’s fund raising. The Company, marketing Parent and Merger Sub agree to keep the terms of this Agreement confidential, except to the extent required by Law or for financial reporting activitiespurposes or obtaining any Required Regulatory Approvals and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential).

Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated hereby, or, prior to the Closing, any other announcement or communication related to this Agreement or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will be issued or made by any party hereto without the joint approval of the Buyer and the Sellers’ Representative, in each case unless required by law (in the reasonable opinion of counsel), court process or the rules or regulations of any national securities exchange, in which case the party required to make the press release, announcement or communication shall use its reasonable best efforts to allow the Seller’s Representative (in the case of Buyer) or Buyer (in the case of any WCAS Blocker Seller, the WCAS Blocker or the Company) reasonable time to comment on such publication or announcement in advance of the issuance thereof; provided, that the foregoing will not restrict or prohibit (a) the Company or its Subsidiaries from making any announcement to its employees, independent contractors, customers, suppliers and other business relations to the extent the Company or its Subsidiaries reasonably determine in good faith that such announcement is necessary or advisable or (b) Buyer or its Affiliates from making any communications to the Company’s or its Subsidiaries’ customers, suppliers and other business relations to the extent Buyer reasonably determines in good faith that such announcement is necessary or advisable. For the avoidance of doubt, the parties hereto acknowledge and agree that the WCAS Blocker and its respective Affiliates may provide general information about the subject matter of this Agreement (excluding any economic or other substantive terms hereof) in connection with the WCAS Blocker or its Affiliate’s fund raising, marketing or reporting activities.

Press Releases and Communications. No The initial press release announcing this Agreement, any ancillary agreements and the transactions contemplated herein shall be in substantially the form mutually agreed upon by the Purchaser, the Company and the Seller. No other press release, public announcement or public announcement filing related to this Agreement or the transactions contemplated herebyherein, or, or prior to the Closing, Closing any other announcement or communication related to this Agreement or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will shall be issued or made by any party Party hereto without the joint approval of Buyer the Purchaser, the Company and the Sellers’ RepresentativeSeller (which approval shall not be unreasonably withheld, in each case conditioned or delayed), unless required by law Law or stock exchange rules; provided that (x) no Party shall be required to obtain approval or provide materials for review in respect of information that has previously been made public without breach of the obligations under this Section 8.06 and contained in the reasonable opinion of counsel), court process or the rules or regulations of any national securities exchange, in which case the party required to make the applicable press release, announcement, public filing or communication and (y) the Purchaser shall not be required to obtain approval or provide materials for review with respect to any matters referred to in, and made in compliance with, Section 7.02. In the event that any such additional press release, public announcement or communication public filing is required by or advisable under applicable Law or stock exchange rules, the Party obligated to make such press release, public announcement or public filing shall use its reasonable best efforts to allow provide the Seller’s Representative (in other Party with reasonable advance notice of such requirement and the case content of Buyer) the proposed press release, announcement or Buyer (in the case of any WCAS Blocker Seller, WCAS Blocker or the Company) filing and a reasonable time opportunity to review and comment on such publication release, announcement or announcement in advance of the issuance thereof; provided, that the foregoing will not restrict or prohibit (a) the Company or its Subsidiaries from making any announcement to its employees, independent contractors, customers, suppliers filing and other business relations to the extent the Company or its Subsidiaries reasonably determine consider in good faith that such announcement is necessary or advisable or (b) Buyer or its Affiliates from making any communications to the Company’s or its Subsidiaries’ customers, suppliers and other business relations to the extent Buyer reasonably determines in good faith that such announcement is necessary or advisablecomments with respect thereto. For the avoidance of doubt, the parties hereto acknowledge The Parties understand and agree that WCAS Blocker the Purchaser intends to publicly disclose the existence and its respective Affiliates may provide general information about the subject matter terms of this Agreement (excluding any economic or other substantive terms hereof) in connection with WCAS Blocker or its Affiliate’s fund raising, marketing or reporting activitiesand the transactions contemplated hereby subsequent to the execution of this Agreement.

Press Releases and Communications. No Subject to Section 5.5, no press release or public announcement related to this Agreement or Agreement, the transactions contemplated hereby, or, prior to the Closing, any other announcement or communication related to this Agreement or Transaction Documents and/or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will and thereby shall be issued or made by any party hereto without the joint approval of Buyer Purchaser and the Sellers’ RepresentativeSelling Parties, in each case unless the disclosure of such press release or public announcement is required by law (in the reasonable opinion of counsel) by Law (including any disclosure obligations under the Securities Exchange Act of 1934, as amended), court process or the rules or regulations of any national securities exchange, in which case Purchaser shall have the party required right, to make the extent practicable, to review such press releaserelease or public announcement prior to its publication; provided, announcement or communication shall use its reasonable best efforts to allow the Seller’s Representative (that, in the case event such press release or public announcement contains any material information that is inconsistent with the initial press release or Form 8-K filing referenced in Section 5.5, or otherwise contains any disparaging remarks with respect to Purchaser, any of Buyer) or Buyer (in the case of any WCAS Blocker Seller, WCAS Blocker its Affiliates or the Company) Securities, in Purchaser’s reasonable time discretion, Purchaser shall have the right to comment on such publication press release or public announcement in advance of the issuance thereofand such press release or public announcement shall not be issued without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing will not restrict or prohibit (a) the Company or its Subsidiaries from making any announcement to its employeesthat, independent contractors, customers, suppliers and other business relations to the extent the Company or its Subsidiaries reasonably determine in good faith that such announcement is necessary or advisable or (b) Buyer or its Affiliates from making any communications to the Company’s or its Subsidiaries’ customers, suppliers and other business relations to the extent Buyer reasonably determines in good faith that such announcement is necessary or advisable. For for the avoidance of doubt, Purchaser shall not be deemed to have unreasonably withheld, conditioned or delayed its consent if, in Purchaser’s reasonable judgment, such press release or public announcement contains any disparaging remarks with respect to Purchaser, any of its Affiliates or the parties hereto acknowledge and agree Securities, in each case that WCAS Blocker and would, in Purchaser’s reasonable judgment, have an adverse impact on Purchaser or any of its respective Affiliates may provide general information about the subject matter of this Agreement (excluding any economic or other substantive terms hereof) in connection with WCAS Blocker or its Affiliate’s fund raising, marketing or reporting activitiesAffiliates).

Press Releases and Communications. No press release or public announcement announcement, written or oral, related to this Agreement or Agreement, the transactions contemplated hereby, or, prior herein or to the Closingexistence of any arrangement between the Parties, any other announcement or communication related to this Agreement or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will shall be issued or made by any party hereto Party (or any Affiliate of a Party) without the joint approval of Buyer the Purchaser and the Sellers’ RepresentativeSeller (which approval shall not be unreasonably withheld), in each case unless required by law Law or the listing requirements of the Nasdaq (in on the reasonable opinion advice of counsel), court process or the rules or regulations of any national securities exchange, ) in which case the party required Purchaser and the Seller shall have the right to make the review such press release, announcement or communication shall use its reasonable best efforts prior to allow the Seller’s Representative (in the case of Buyer) issuance, distribution or Buyer (in the case of any WCAS Blocker Seller, WCAS Blocker or the Company) reasonable time to comment on such publication or announcement in advance of the issuance thereof; provided, that the foregoing will not restrict or prohibit (a) the Company or its Subsidiaries from making any announcement to its employees, independent contractors, customers, suppliers and other business relations to the extent the Company or its Subsidiaries reasonably determine in good faith that such announcement is necessary or advisable or (b) Buyer or its Affiliates from making any communications to the Company’s or its Subsidiaries’ customers, suppliers and other business relations to the extent Buyer reasonably determines in good faith that such announcement is necessary or advisablepracticable. For the avoidance of doubt, the parties hereto Parties acknowledge and agree that WCAS Blocker the Seller and its respective Affiliates may provide general information about the subject matter of this Agreement (excluding any economic or other substantive terms hereof) in connection with WCAS Blocker or its Affiliate’s their fund raising, marketing marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, unless required by Law or the listing requirements of the Nasdaq (on 49 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 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, prior to making any such filing, shall provide the other party and its counsel with a redacted version of this Agreement (and any other Ancillary Agreement) which it intends to file, and will give due consideration to any comments provided by the other party or 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 counsel.