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 herein, or, prior to the Closing, any other announcement or communication to the employees, customers, suppliers or other business relations of the Company or any of its Subsidiaries, shall be issued or made without the joint approval of Parent and Seller (such approval not to be unreasonably withheld, conditioned or delayed), unless required by Law (in the reasonable opinion of counsel) in which case Parent and Seller shall have the right to review and comment on such press release or announcement prior to publication and Parent and Seller shall consider in good faith any such comments received; provided, that Seller shall be entitled to communicate with and may disclose the terms and the existence of this Agreement and the transactions contemplated herein to its direct and indirect equityholders, as applicable, in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein to their respective investors and prospective investors (provided such investors are subject to customary confidentiality agreements) in connection with their ordinary course fundraising and reporting activities, and following the consummation of the transactions contemplated herein, Seller and its Affiliates shall retain the right to disclose the Company’s and its Subsidiaries’ historical sales and earnings information for the period during which the Company was owned by Seller so long as such disclosures are consistent with the financial information included in the Proxy Statement or any subsequent filings by Parent with the SEC, in each case, in connection with any ordinary course fundraising and reporting activities. For the avoidance of doubt, each party hereto may make announcements to their respective employees or other business relations that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement. Nothing contained herein shall restrict or prohibit Parent (or any of its Affiliates or its and their respective representatives) from making any announcements or communications regarding the transactions contemplated herein, including filing this Agreement or any Ancillary Agreement publicly with any Governmental Body, if such announcement or communication (including filing) is required by applicable securities Law or pursuant to any listing agreement with or rules of any national securities exchange or association.

Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the ClosingEffective Time, any other announcement or communication related to this Agreement or the employeestransactions contemplated herein (other than by the Company, customers, suppliers or other business relations any of the Company its Subsidiaries or any of its Subsidiariestheir respective officers, employees and agents in accordance with a communication plan mutually agreed upon with Parent) shall be issued or made without the joint approval of Parent and Seller (such approval not the Representative, unless, and only to be unreasonably withheldthe extent, conditioned or delayed), unless required by Law Law, by stock exchange or any regulatory or supervisory body or authority of competent jurisdiction to which the relevant party is subject or submits, whether or not such requirement has the force of law (in the reasonable opinion of counsel) in which case case, to the extent reasonably practicable, Parent and Seller the Representative shall have the right to review and comment on such press release or announcement prior to publication and Parent and Seller shall consider in good faith any such comments receivedpublication; provided, that Seller the Representative shall be entitled to communicate with and may disclose the terms and the existence of this Agreement and the transactions contemplated herein to its direct and indirect equityholders, as applicable, Affiliates in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein to their respective investors and prospective investors (provided such investors are subject to customary confidentiality agreements) in connection with their ordinary course fundraising and reporting activities; provided, and following further, that the consummation of the transactions contemplated herein, Seller and foregoing shall not prohibit Parent or its Affiliates shall retain from answering questions presented on investor calls or similar forums. Notwithstanding the right foregoing (a) promptly after execution of this Agreement, Ultimate Parent will file a Current Report on Form 8-K pursuant to disclose the Company’s Exchange Act of 1934, as amended, to report the execution of this Agreement and its Subsidiaries’ historical sales attaching this Agreement as an exhibit thereto and earnings information for will issue a press release announcing the period during same, each, in a form that has been made available to the Representative prior to the execution of this Agreement and on which the Company was owned by Seller so long as such disclosures are consistent with the financial information included in the Proxy Statement or any subsequent filings by Parent with the SECRepresentative has had an opportunity to review and comment, in each case, in connection with any ordinary course fundraising and reporting activities. For the avoidance of doubt, (b) each party hereto may make announcements to their respective employees or other business relations that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement. Nothing contained herein , and (c) following the Closing, Parent shall restrict be permitted to issue one or prohibit Parent (or any of its Affiliates or its more press releases regarding this Agreement and their respective representatives) from making any announcements or communications regarding the transactions contemplated hereinhereby, including filing this Agreement or any Ancillary Agreement publicly with any Governmental Body, if and the Representative shall have an opportunity to review and comment on such announcement or communication (including filing) is required by applicable securities Law or pursuant press release prior to any listing agreement with or rules of any national securities exchange or associationthe issuance thereof.

Press Releases and Communications. No None of Buyer, Seller, the Company or their respective Affiliates shall issue any press release or public announcement related to concerning this Agreement or the transactions contemplated herein, or, prior Transactions or make any other public disclosure containing or pertaining to the Closingterms of this Agreement or the Transactions without obtaining the prior written approval of Buyer and Seller, any other announcement which approval will not be unreasonably withheld or communication to the employeesdelayed, customers, suppliers unless disclosure is otherwise required by applicable Law or other business relations of stock exchange rules or is otherwise permitted under this Section 11.04. Seller and the Company acknowledge that Buyer is an NYSE listed public company that is required by Law or any of its Subsidiaries, shall be issued or made without stock exchange rules to make public disclosures regarding the joint approval of Parent Company and the Transactions. Buyer and Seller (such approval not to be unreasonably withheld, conditioned or delayed), unless required by Law (in the reasonable opinion of counselits Affiliates) in which case Parent and Seller shall have the right to review and comment on such press release or announcement prior to publication and Parent and Seller shall consider in good faith any such comments received; provided, that Seller shall be entitled to communicate with issue one or more press releases (the form of which shall be mutually agreed upon) and may disclose make other public announcements regarding the terms Company and the existence Transactions upon the execution of this Agreement and the transactions contemplated herein to its direct and indirect equityholders, as applicable, in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein to their respective investors and prospective investors (provided such investors are subject to customary confidentiality agreements) in connection with their ordinary course fundraising and reporting activitiesAgreement, and following thereafter Buyer shall be entitled to follow Buyer’s customary investor relations practices regarding the consummation of the transactions contemplated herein, Seller and its Affiliates shall retain the right to disclose the Company’s and its Subsidiaries’ historical sales and earnings information for the period during which the Company was owned by Seller Transactions so long as such disclosures are information about the Transactions and the Company to be disclosed is substantially consistent with the financial information included contained in the Proxy Statement or initial press release regarding the Company and the Transactions and/or any subsequent filings other talking points agreed in writing by Parent with Buyer and Seller, including publicly disclosing information regarding the SECCompany and the Transactions in Current Reports on Form 8-K, in each caseQuarterly Reports on Form 10-Q and an Annual Report on Form 10-K, in connection with any ordinary course fundraising and reporting activitiesspeak publicly to investors and analysts regarding the Company and the Transactions. For Each Seller Party and member of the avoidance of doubt, each party hereto may make announcements Buyer Group shall be entitled to disclose such information to their respective employees employees, equity owners, partners, prospective partners, investors, prospective investors, professional advisors, credit rating agencies, lenders and underwriters who have a need to know the information and who agree to keep such information confidential or other business relations are otherwise bound to confidentiality (the obligation to keep information confidential shall not apply to such information that are not inconsistent has been publicly disclosed, except if publicly disclosed in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement. Nothing contained herein shall restrict or prohibit Parent (or any violation of its Affiliates or its and their respective representatives) from making any announcements or communications regarding the transactions contemplated herein, including filing this Agreement or any Ancillary Agreement publicly with any Governmental Body, if such announcement or communication (including filing) is required by applicable securities Law or pursuant to any listing agreement with or rules of any national securities exchange or associationthe Confidentiality Agreement).

Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Closing, any other announcement or communication (other than by the Company, any of its Subsidiaries or any of their respective officers, employees and agents in the Ordinary Course of Business) to the employees, customers, suppliers or other business relations of the Company or any of its Subsidiaries, shall be issued or made without the joint approval of Parent the Purchaser and Seller (such approval not to be unreasonably withheld, conditioned or delayed)the Representative, unless required by Law (in the reasonable opinion of counsel) in which case Parent the Purchaser and Seller the Representative shall have the right to review and comment on such press release or announcement prior to publication to the extent reasonably practicable; provided, that, notwithstanding the foregoing, (a) Purchaser and Parent its Affiliates (including the Company and Seller its Subsidiaries) may make filings and disclosures as Purchaser and its Affiliates may reasonably determine is necessary or appropriate to comply with applicable securities Laws (including the Securities Exchange Act of 1934) or rules or requirements of the New York Stock Exchange or the U.S. Securities and Exchange Commission and, in connection with any such filing and disclosure, Purchaser and its Affiliates may make public announcements, including on investor or earnings calls, consistent in all material respects with such filings and disclosures; provided, that in connection with any of the foregoing disclosures, filings or announcements, the Representative shall have the right to review and comment on (which comments the Purchaser shall consider in good faith any faith) such comments received; provideddisclosure(s), that Seller filing(s) or announcement(s) in advance to the extent reasonably practicable, and (b) the Representative shall be entitled to communicate with and may disclose the terms and the existence of this Agreement and the transactions contemplated herein with reasonable and customary confidentiality restrictions to its direct and indirect equityholders, as applicable, in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein with reasonable and customary confidentiality restrictions to their respective investors and prospective investors (provided such investors are subject to customary confidentiality agreements) in connection with their ordinary course fundraising and reporting activities, and following the consummation of the transactions contemplated herein, Seller Representative and its Affiliates shall retain the right to disclose the Company’s and its Subsidiaries’ 's historical aggregated sales and aggregated earnings information for the period during which the Company was owned by Seller so long as such disclosures are consistent with 59 the financial information included in the Proxy Statement Representative or any subsequent filings by Parent with the SEC, in each case, in connection with any ordinary course fundraising and reporting activitiesits Affiliates. For the avoidance of doubt, each party hereto may make announcements to their respective employees or other business relations that are not inconsistent in any material respects with the parties’ ' prior public disclosures regarding the transactions contemplated by this Agreement. Nothing contained herein shall restrict or prohibit Parent (or any of its Affiliates or its and their respective representatives) from making any announcements or communications regarding the transactions contemplated herein, including filing this Agreement or any Ancillary Agreement publicly with any Governmental Body, if such announcement or communication (including filing) is required by applicable securities Law or pursuant to any listing agreement with or rules of any national securities exchange or association.

Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Closing, any other announcement or communication (other than by the Company, any of its Subsidiaries or any of their respective officers, employees and agents in the ordinary course of business) to the employees, customers, suppliers or other business relations of the Company or any of its Subsidiaries, shall be issued or made without the joint approval of Parent the Purchaser and Seller (such approval not to be unreasonably withheld, conditioned or delayed)Seller, unless required by Law (in the reasonable opinion of counsel) ), including any requirement to file this Agreement or the documents delivered in connection herewith with the SEC, in which case Parent the Purchaser and Seller shall have the right to review and reasonably comment on such press release release, announcement or announcement filing prior to publication or submission; provided, however, if, and Parent to the extent, the Purchaser is required to file this Agreement with the SEC, the Purchaser shall seek confidential treatment of the material terms of this Agreement with the SEC and shall provide the Seller an opportunity to review and comment (which the Purchaser shall consider in good faith any faith) on such comments receivedconfidential treatment request; provided, further, that Seller shall be entitled to communicate with and may disclose the terms and the existence of this Agreement and the transactions contemplated herein to its direct and indirect equityholders, as applicable, Affiliates in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein to their respective investors limited partners and prospective investors (provided such investors are subject to customary confidentiality agreements) limited partners in connection with their ordinary course fundraising and reporting activities, and following the consummation of the transactions contemplated herein, Seller and its Affiliates shall retain the right to disclose the Company’s and its Subsidiaries’ historical sales and earnings information for the period during which the Company was owned by Seller so long as such disclosures are consistent with the financial information included in the Proxy Statement or any subsequent filings by Parent with the SEC, in each case, in connection with any ordinary course fundraising and reporting activitiesits Affiliates. For the avoidance of doubt, each party hereto may make announcements to their its respective employees or other business relations that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement. Nothing contained herein shall restrict or prohibit Parent (or any of its Affiliates or its and their respective representatives) from making any announcements or communications regarding the transactions contemplated herein, including filing this Agreement or any Ancillary Agreement publicly with any Governmental Body, if such announcement or communication (including filing) is required by applicable securities Law or pursuant to any listing agreement with or rules of any national securities exchange or association.