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 Effective Time, any other announcement or communication related to this Agreement or the transactions contemplated herein (other than by the Company, any of its Subsidiaries or any of their 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 the Representative, unless, and only to the extent, required by 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, to the extent reasonably practicable, Parent and the Representative shall have the right to review and comment on such press release or announcement prior to publication; provided, that 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 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 in connection with their fundraising and reporting activities; provided, further, that the foregoing shall not prohibit Parent or its Affiliates from answering questions presented on investor calls or similar forums. Notwithstanding the foregoing (a) promptly after execution of this Agreement, Ultimate Parent will file a Current Report on Form 8-K pursuant to the Exchange Act of 1934, as amended, to report the execution of this Agreement and attaching this Agreement as an exhibit thereto and will issue a press release announcing the same, each, in a form that has been made available to the Representative prior to the execution of this Agreement and on which the Representative has had an opportunity to review and comment, (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, and (c) following the Closing, Parent shall be permitted to issue one or more press releases regarding this Agreement and the transactions contemplated hereby, and the Representative shall have an opportunity to review and comment on such press release prior to the issuance thereof.

Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Effective TimeClosing, any other announcement or communication related to this Agreement or the transactions contemplated herein (other than by the Company, any of its Subsidiaries or any of their respective officers, employees and agents in accordance with a communication plan mutually agreed upon with Parentthe 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 the RepresentativeSeller, unless, and only to the extent, unless required by 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 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, to case the extent reasonably practicable, Parent Purchaser and the Representative Seller shall have the right to review and reasonably comment on such press release release, announcement or announcement filing prior to publicationpublication or submission; provided, however, if, and 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) on such confidential treatment request; provided, further, that the Representative 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 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 limited partners in connection with their fundraising and reporting activities; provided, furtherand following the consummation of the transactions contemplated herein, that Seller and its Affiliates shall retain the foregoing shall not prohibit Parent right to disclose the Company’s historical sales and earnings information for the period during which the Company was owned by Seller or its Affiliates from answering questions presented on investor calls or similar forumsAffiliates. Notwithstanding For the foregoing (a) promptly after execution avoidance of this Agreementdoubt, Ultimate Parent will file a Current Report on Form 8-K pursuant to the Exchange Act of 1934, as amended, to report the execution of this Agreement and attaching this Agreement as an exhibit thereto and will issue a press release announcing the same, each, in a form that has been made available to the Representative prior to the execution of this Agreement and on which the Representative has had an opportunity to review and comment, (b) 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, and (c) following the Closing, Parent shall be permitted to issue one or more press releases regarding this Agreement and the transactions contemplated hereby, and the Representative shall have an opportunity to review and comment on such press release prior to the 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 Effective Time, any other announcement or communication related to terms of this Agreement or the transactions contemplated herein (other than by Transactions without obtaining the Company, any of its Subsidiaries or any of their respective officers, employees and agents in accordance with a communication plan mutually agreed upon with Parent) shall be issued or made without the joint prior written approval of Parent Buyer and Seller, which approval will not be unreasonably withheld or delayed, unless disclosure is otherwise required by applicable Law or stock exchange rules or is otherwise permitted under this Section 11.04. Seller and the Representative, unless, and only to the extent, Company acknowledge that Buyer is an NYSE listed public company that is required by Law, by Law or stock exchange or any regulatory or supervisory body or authority of competent jurisdiction rules 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, to the extent reasonably practicable, Parent and the Representative shall have the right to review and comment on such press release or announcement prior to publication; provided, that 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 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 in connection with their fundraising and reporting activities; provided, further, that the foregoing shall not prohibit Parent or its Affiliates from answering questions presented on investor calls or similar forums. Notwithstanding the foregoing (a) promptly after execution of this Agreement, Ultimate Parent will file a Current Report on Form 8-K pursuant to the Exchange Act of 1934, as amended, to report the execution of this Agreement and attaching this Agreement as an exhibit thereto and will issue a press release announcing the same, each, in a form that has been made available to the Representative prior to the execution of this Agreement and on which the Representative has had an opportunity to review and comment, (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, Company and the Transactions. Buyer and Seller (cor its Affiliates) following the Closing, Parent shall be permitted entitled to issue one or more press releases (the form of which shall be mutually agreed upon) and make other public announcements regarding the Company and the Transactions upon the execution of this Agreement, and thereafter Buyer shall be entitled to follow Buyer’s customary investor relations practices regarding the Transactions so long as such information about the Transactions and the Company to be disclosed is substantially consistent with the information contained in the initial press release regarding the Company and the Transactions and/or any other talking points agreed in writing by Buyer and Seller, including publicly disclosing information regarding the Company and the Transactions in Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and an Annual Report on Form 10-K, and speak publicly to investors and analysts regarding the Company and the Transactions. Each Seller Party and member of the Buyer Group shall be entitled to disclose such information to their respective 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 are otherwise bound to confidentiality (the obligation to keep information confidential shall not apply to such information that has been publicly disclosed, except if publicly disclosed in violation of this Agreement and or the transactions contemplated hereby, and the Representative shall have an opportunity to review and comment on such press release prior to the issuance thereofConfidentiality Agreement).

Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Effective TimeClosing, any other announcement or communication related to this Agreement the employees, customers, suppliers or other business relations of the transactions contemplated herein (other than by the Company, Company or any of its Subsidiaries or any of their respective officersSubsidiaries, 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 the RepresentativeSeller (such approval not to be unreasonably withheld, unlessconditioned or delayed), and only to the extent, unless required by 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 Law (in the reasonable opinion of counsel) in which case, to the extent reasonably practicable, case Parent and the Representative Seller shall have the right to review and comment on such press release or announcement prior to publicationpublication and Parent and Seller shall consider in good faith any such comments received; provided, that the Representative 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 Affiliates 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; provided, furtherand following the consummation of the transactions contemplated herein, that the foregoing shall not prohibit Parent or Seller and its Affiliates from answering questions presented on investor calls 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 similar forums. Notwithstanding any subsequent filings by Parent with the foregoing (a) promptly after execution of this Agreement, Ultimate Parent will file a Current Report on Form 8-K pursuant to the Exchange Act of 1934, as amended, to report the execution of this Agreement and attaching this Agreement as an exhibit thereto and will issue a press release announcing the same, eachSEC, in a form that has been made available to each case, in connection with any ordinary course fundraising and reporting activities. For the Representative prior to the execution avoidance of this Agreement and on which the Representative has had an opportunity to review and commentdoubt, (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 shall restrict or prohibit Parent (or any of its Affiliates or its and (ctheir respective representatives) following the Closing, Parent shall be permitted to issue one from making any announcements or more press releases communications regarding this Agreement and the transactions contemplated herebyherein, and the Representative shall have an opportunity 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 review and comment on such press release prior to the issuance thereofany 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 Effective TimeClosing, any other announcement or communication related to this Agreement or the transactions contemplated herein (other than by the Company, any of its Subsidiaries or any of their respective officers, employees and agents in accordance with a communication plan mutually agreed upon with Parentthe 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 the Representative, unless, and only to the extent, unless required by 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 Law (in the reasonable opinion of counsel) in which case, to case the extent reasonably practicable, Parent Purchaser and the Representative shall have the right to review and comment on such press release or announcement prior to publicationpublication to the extent reasonably practicable; provided, that, notwithstanding the foregoing, (a) Purchaser and its Affiliates (including the Company and 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) such disclosure(s), 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 Affiliates 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 in connection with their fundraising and reporting activities; provided, further, that and the foregoing Representative and its Affiliates shall not prohibit Parent retain the right to disclose the Company's historical aggregated sales and aggregated earnings information for the period during which the Company was owned by 59 the Representative or its Affiliates from answering questions presented on investor calls or similar forumsAffiliates. Notwithstanding For the foregoing (a) promptly after execution avoidance of this Agreementdoubt, Ultimate Parent will file a Current Report on Form 8-K pursuant to the Exchange Act of 1934, as amended, to report the execution of this Agreement and attaching this Agreement as an exhibit thereto and will issue a press release announcing the same, each, in a form that has been made available to the Representative prior to the execution of this Agreement and on which the Representative has had an opportunity to review and comment, (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, and (c) following the Closing, Parent shall be permitted to issue one or more press releases regarding this Agreement and the transactions contemplated hereby, and the Representative shall have an opportunity to review and comment on such press release prior to the issuance thereof.