Common use of Press Releases and Communications Clause in Contracts

Press Releases and Communications. (a) Prior to the Closing, except as provided in Section 11.01(b), no press release or public announcement related to this Agreement or the transactions contemplated hereby will be issued or made by or on behalf of any party, and no party shall disclose the terms of this Agreement or any agreement entered into in connection herewith other than to such party’s legal or accounting advisors who are subject to a duty of confidentiality, without the joint approval of Buyer and Seller (not to be unreasonably withheld, conditioned or delayed), in each case unless such disclosure is required by Law (including applicable stock exchange rules) or Governmental Order, in which case Buyer and Seller will have the right to review and comment upon such press release, announcement, communication or disclosure prior to its issuance, distribution or publication. After the Closing, no press releases or public announcements related to this Agreement and the transactions contemplated herein, or other announcements to the employees, customers, patients/payors or suppliers of the Acquired Companies, will be issued without the approval of Buyer (which approval, in each case, shall not be unreasonably withheld, conditioned or delayed); provided, however, Buyer shall first permit Seller a reasonable opportunity to review and comment on the press release proposed to be issued by Buyer upon consummation of the Closing.

Press Releases and Communications. (a) Prior to the Closing, except as provided in Section 11.01(b), no press release or public announcement related to this Agreement or the transactions contemplated hereby will be issued or made by or on behalf of any party, and no party shall disclose the terms of this Agreement or any agreement entered into in connection herewith other than to such party’s legal or accounting advisors who are subject to a duty of confidentiality, without the joint approval of Buyer and Seller (not to be unreasonably withheld, conditioned or delayed), in each case unless such disclosure is required by Law (including applicable stock exchange rules) or Governmental Order, in which case Buyer and Seller will have the right to review and comment upon such press release, announcement, communication or disclosure prior to its issuance, distribution or publication. After the Closing, no press releases or public announcements related to this Agreement and the transactions contemplated herein, or other announcements to the employees, customers, patients/payors or suppliers of the Acquired CompaniesCompany, will be issued without the approval of Buyer (which approval, in each case, shall not be unreasonably withheld, conditioned or delayed); provided, however, Buyer shall first permit Seller a reasonable opportunity to review and comment on the press release proposed to be issued by Buyer upon consummation of the Closing.

Press Releases and Communications. The parties shall consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby, and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing contained herein will limit any party from making (or require the other party’s consent to) any announcements, statements or acknowledgments that such party is required by applicable Law to make, issue or release. Subject to and without limiting the foregoing, the parties agree that (a) Prior to the Closing, except as provided in Section 11.01(b), no initial press release with respect to this Agreement and the transactions contemplated hereby shall be a press release of Holdings with the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; and (b) any press releases or other public announcement disclosures related to this Agreement or the transactions contemplated hereby will at or after the Closing shall, if at all, be issued or made (i) by or on behalf Holdings with the prior written consent of any partySeller, and no party shall disclose the terms of this Agreement or any agreement entered into in connection herewith other than to such party’s legal or accounting advisors who are subject to a duty of confidentiality, without the joint approval of Buyer and Seller (not to be unreasonably withheld, conditioned or delayed), in each case unless such disclosure is required by Law (including applicable stock exchange rules) or Governmental Order, in which case Buyer and Seller will have the right to review and comment upon such press release, announcement, communication or disclosure prior to its issuance, distribution or publication. After the Closing, no press releases or public announcements related to this Agreement and the transactions contemplated herein, or other announcements to the employees, customers, patients/payors or suppliers of the Acquired Companies, will be issued without the approval of Buyer (which approval, in each case, consent shall not be unreasonably withheld, conditioned or delayed); provided, howeveror (ii) by Seller with the prior written consent of Holdings, Buyer which consent shall first permit Seller a reasonable opportunity to review and comment on the press release proposed to not be issued by Buyer upon consummation of the Closingunreasonably withheld, conditioned or delayed.

Press Releases and Communications. (a) Prior The Company, the Company Subsidiaries, the Purchaser, the Merger Sub, the Representative and the other parties to the Closing, except as provided in Section 11.01(b), no this Agreement will not issue any press release or public announcement related to this Agreement or the transactions contemplated hereby will be issued herein, or, prior to the Closing, any other announcement or made by communication to the employees, customers, suppliers or on behalf other business relations of any party, and no party shall disclose the terms of this Agreement Company or any agreement entered into in connection herewith other than to such party’s legal or accounting advisors who are subject to a duty of confidentiality, Company Subsidiary without the joint approval of Buyer the Purchaser and Seller the Company (or the Representative after the Closing) (which approval will not to be unreasonably withheld, conditioned or delayed), in each case unless such disclosure is required by Law (including or any applicable stock exchange rules(in the reasonable opinion of counsel) or Governmental Order, in which case Buyer the Purchaser and Seller the Company (or the Representative, - 45- as applicable) will have the right to review and comment upon consult with the other on such press release, announcement, communication release or disclosure announcement prior to its issuancepublication; provided, distribution that notwithstanding the foregoing, after the Closing and the public announcement of the Merger, the Representative shall be permitted to publicly disclose that it has been engaged to serve as the Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or publication. After the Closing, no press releases or public announcements related to this Agreement and the transactions contemplated herein, or other announcements to the employees, customers, patients/payors or suppliers of the Acquired Companies, will be issued without the approval of Buyer (which approval, in each case, shall not be unreasonably withheld, conditioned or delayed); provided, howeverfurther, Buyer that this Section 12.01 shall first permit Seller a reasonable opportunity to review and comment on the press release proposed to be issued by Buyer upon consummation not limit any public disclosures of any of the Closingparties that are not inconsistent with, and contain only those terms contained in, any release of information previously made in compliance with this Section12.01.

Press Releases and Communications. The Parties shall reasonably cooperate to (ai) Prior to the Closing, except as provided in Section 11.01(b), no press release or prepare and make a public announcement related to regarding the transactions contemplated by this Agreement on or immediately after the date hereof and (ii) create and implement a mutually agreed upon communications plan regarding the transactions contemplated hereby (the “Communications Plan”) promptly following the date hereof. Notwithstanding the foregoing, none of the Parties will make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby will be issued or made by or on behalf of any party, and no party shall disclose the terms of this Agreement or any agreement entered into in connection herewith other than matter related to such party’s legal or accounting advisors who are subject to a duty of confidentialitythe foregoing, without the joint approval prior written consent of Buyer and Seller the Parties (not to be unreasonably withheld, conditioned or delayed), in each case unless except (A) if such disclosure announcement or other communication is required by Law (including applicable stock exchange rules) or Governmental OrderLegal Requirements, in which case Buyer the disclosing Party shall, to the extent permitted by applicable Legal Requirements and Seller will have to the right extent practicable, first allow such other Parties to review such announcement or communication and the opportunity to comment upon thereon and the disclosing Party shall consider such comments in good faith, (B) to the extent such announcement or other communication is made in accordance with the Communications Plan, (C) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press releaserelease or other communication previously approved in accordance with this Section 10.12, announcement, communication and (D) announcements and communications to Governmental Authorities in connection with filings or disclosure prior Permits relating to its issuance, distribution or publication. After the Closing, no press releases or public announcements related to this Agreement and the transactions contemplated herein, or other announcements to the employees, customers, patients/payors or suppliers of the Acquired Companies, will be issued without the approval of Buyer (which approval, in each case, shall not be unreasonably withheld, conditioned or delayed); provided, however, Buyer shall first permit Seller a reasonable opportunity to review and comment on the press release proposed hereby required to be issued by Buyer upon consummation of the Closingmade under this Agreement.