Common use of Press Releases and Public Announcements Clause in Contracts

Press Releases and Public Announcements. Prior to Closing, except as may be required by Law or the rules or regulations of any national securities exchange, in each case upon the advice of counsel, none of the Seller, the Buyer or any of their respective Affiliates shall issue or cause the publication of any press release or other public disclosure with respect to the Transactions without the prior written consent of the Buyer and the Seller, which consents shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required in connection with any press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement or other disclosure for which consent of the other Party is not required pursuant to the preceding sentence, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult in good faith with the other Party on the provisions of this Agreement and the other Transaction Documents to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each of the Seller and the Buyer acknowledges and agrees that the other Party will file a copy of this Agreement with the SEC via XXXXX if required by Law.

Press Releases and Public Announcements. Prior to Closing, except as may be required by Law or The parties will agree upon the rules or regulations timing and content of any national securities exchangeinitial press release, or other public communications relating to this Agreement and the transactions contemplated herein. (a) Except to the extent already disclosed in each case upon the advice of counsel, none of the Seller, the Buyer or any of their respective Affiliates shall issue or cause the publication of any initial press release or other public disclosure with respect to communication, no public announcement concerning the Transactions without existence or the prior written consent terms of this Agreement or concerning the transactions described herein shall be made, either directly or indirectly, by either of the Buyer parties hereto without such party first obtaining the approval of the other party and agreement upon the Sellernature, text, and timing of such announcement, which consents approval and agreement shall not be unreasonably withheld; provided, conditioned or delayed; provided however, that no such consent nothing in this Section 5.7(a) shall be required deemed to prohibit any party from making any disclosure which its counsel deems necessary or advisable in connection with any order to satisfy such party’s disclosure obligations imposed by law. No press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement or other disclosure for which consent of the other Party is not required pursuant to the preceding sentence, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult in good faith with the other Party on the provisions of this Agreement and the other Transaction Documents to be redacted in any filings that may be made by any Party release or any of their respective Affiliates with public announcement by the SEC Company relating to or as otherwise required by Law, including any copy of regarding this Agreement or the Note or the transactions contemplated hereby or thereby shall include any other Transaction Document that will be filed reference to Buyer, its affiliates or its subsidiaries without the written consent of Buyer, except for information contained in filings with the SEC via XXXXX. Subject Securities and Exchange Commission. (b) The party desiring to make any such public announcement shall provide the foregoing, each other party with a written copy of the Seller and the Buyer acknowledges and agrees that the proposed announcement in sufficient time prior to public release to allow such other Party will file a copy party to comment upon such announcement, prior to public release. Table of this Agreement with the SEC via XXXXX if required by Law.Contents

Press Releases and Public Announcements. Prior to Closing, except as may be required by Law or The parties will agree upon the rules or regulations timing and content of any national securities exchangeinitial press release, or other public communications relating to this Agreement and the transactions contemplated herein. (a) Except to the extent already disclosed in each case upon the advice of counsel, none of the Seller, the Buyer or any of their respective Affiliates shall issue or cause the publication of any initial press release or other public disclosure with respect to communication, no public announcement concerning the Transactions without existence or the prior written consent terms of this Agreement or concerning the transactions described herein shall be made, either directly or indirectly, by any of the Buyer parties hereto without such party first obtaining the approval of the other parties and agreement upon the Sellernature, text, and timing of such announcement, which consents approval and agreement shall not be unreasonably withheld; provided, conditioned or delayed; provided however, that no such consent nothing in this Section 6.7(a) shall be required deemed to prohibit any party from making any disclosure which its counsel deems necessary or advisable in connection order to satisfy such party’s disclosure obligations imposed by law. (b) The party desiring to make any such public announcement shall provide the other parties with any press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement or other disclosure for which consent written copy of the proposed announcement in sufficient time prior to public release to allow such other Party is not required pursuant parties to the preceding sentencecomment upon such announcement, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult in good faith with the other Party on the provisions of this Agreement and the other Transaction Documents prior to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each of the Seller and the Buyer acknowledges and agrees that the other Party will file a copy of this Agreement with the SEC via XXXXX if required by Lawpublic release.

Press Releases and Public Announcements. Prior to Closing, except as may be required by Law or The parties will agree upon the rules or regulations timing and content of any national securities exchangeinitial press release, or other public communications relating to this Agreement and the transactions contemplated herein. (a) Except to the extent already disclosed in each case upon the advice of counsel, none of the Seller, the Buyer or any of their respective Affiliates shall issue or cause the publication of any initial press release or other public disclosure with respect to communication, no public announcement concerning the Transactions without existence or the prior written consent terms of this Agreement or concerning the transactions described herein shall be made, either directly or indirectly, by any of the Buyer parties hereto without such party first obtaining the approval of the other parties and agreement upon the Sellernature, text, and timing of such announcement, which consents approval and agreement shall not be unreasonably withheld; provided, conditioned or delayed; provided however, that no such consent nothing in this Section 6.6(a) shall be required deemed to prohibit any party from making any disclosure which its counsel deems necessary or advisable in connection order to satisfy such party’s disclosure obligations imposed by law. (b) The party desiring to make any such public announcement shall provide the other parties with any press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement or other disclosure for which consent written copy of the proposed announcement in sufficient time prior to public release to allow such other Party is not required pursuant parties to the preceding sentencecomment upon such announcement, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult in good faith with the other Party on the provisions of this Agreement and the other Transaction Documents prior to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each of the Seller and the Buyer acknowledges and agrees that the other Party will file a copy of this Agreement with the SEC via XXXXX if required by Lawpublic release.'

Press Releases and Public Announcements. Prior to Closing, except 4.5.1 Except as may otherwise be required by Law law or the rules or regulations of any national securities exchangeregulation, in each case upon the advice of counsel, none of the Seller, the Buyer or any of their respective Affiliates neither Party shall issue or cause the publication of make any press release or other public disclosure with respect to announcement, directly or indirectly, concerning the Transactions without the prior written consent of the Buyer and the Seller, which consents shall not be unreasonably withheld, conditioned existence or delayed; provided that no such consent shall be required in connection with any press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement Agreement (or other disclosure for which the subject matter hereof) without obtaining the prior consent of the other Party is not required pursuant to under Section4.5.2; it being envisioned, however, that there shall be an initial (but limited) public announcement of the preceding sentence, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult in good faith with the other Party on the provisions existence of this Agreement and that, upon launch of commercialization, there will be announcements and marketing (none of which will contain any Confidential Information). 4.5.2 Should a Party wish to make any press release or other public announcement, it shall provide a draft thereof to the other Transaction Documents Party and, unless otherwise agreed upon by the Parties, the reviewing Party shall have (a) ten (10) calendar days to be redacted in any filings that may be made by any Party consent to (or any of their respective Affiliates with comment upon) a proposed initial public announcement concerning the SEC existence or as otherwise required by Law, including any copy terms of this Agreement (or any other Transaction Document that will the subject matter hereof), such consent not to be filed with the SEC via XXXXX. Subject unreasonably withheld or delayed, and (b) otherwise, fifteen (15) calendar days to consent to the foregoingpublication of any announcement other than an initial public announcement, each such consent not to be unreasonably withheld. The aforegoing “reasonable” standard of consent shall not apply to a proposed public disclosure of Confidential Information, which may be prohibited by the Seller Disclosing Party in its sole and absolute discretion. 4.5.3 If either Party shall be required by law or regulation to make a public announcement or securities filing concerning the Buyer acknowledges existence or terms of this Agreement, such Party shall (a) include only such information in the public announcement that is specifically required, and agrees that (b) give at least two business days prior advance notice to the other Party will file a copy of this Agreement with and obtain the SEC via XXXXX if required by Lawother Party’s comments.

Press Releases and Public Announcements. Prior to Closing, except as may be required by Law or the rules or regulations of any national securities exchange, The initial press release in each case upon the advice of counsel, none respect of the Sellertransactions contemplated by this Agreement and the Ancillary Agreements shall be prepared and agreed upon mutually by Xxxxx and Sellers. None of the Parties shall make, the Buyer or any of their respective Affiliates shall issue or cause the publication of to be made, and shall cause its Affiliates and representatives not to make, any press release or other public disclosure announcement, including the initial press release, in respect of this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby or otherwise communicate with respect to any news media regarding this Agreement, the Transactions Ancillary Agreements or the transactions contemplated hereby and thereby (each, a “Public Announcement”) without the prior written consent of the Buyer other Party (and the Sellershall consult with and give such other Party a reasonable opportunity to review and comment thereon), which consents consent shall not be unreasonably withheld, conditioned or delayed; provided that no , unless such consent shall be Public Announcement is required by Law or applicable stock exchange regulation, in connection which case the Parties shall, to the extent practicable, consult with any press release, announcement or each other disclosure by a Party or an Affiliate of a Party if as to the timing and contents of any such press releasePublic Announcement; provided, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press releasethat, announcement or other disclosure for which consent of the other Party is not required pursuant to the preceding sentence, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting notwithstanding the foregoing, each Party Buyer, its Affiliates and their respective representatives and Sellers, their Affiliates and their respective representatives shall consult be entitled to make any Public Announcement without such consent to the extent such Public Announcement is consistent in good faith all material respects with the other Party on the provisions of this Agreement and the other Transaction Documents to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each of the Seller and the Buyer acknowledges and agrees that the other Party will file a copy of this Agreement with the SEC via XXXXX if required by Lawinitial press release.

Press Releases and Public Announcements. Prior to Closing, except as may be required by Law or The Parties will agree upon the rules or regulations timing and content of any national securities exchangeinitial press release, or other public communications relating to this Agreement and the transactions contemplated herein. (a) Except to the extent already disclosed in each case upon the advice of counsel, none of the Seller, the Buyer or any of their respective Affiliates shall issue or cause the publication of any initial press release or other public disclosure with respect to communication, no public announcement concerning the Transactions without existence or the prior written consent terms of this Agreement or concerning the transactions described herein shall be made, either directly or indirectly, by any of the Buyer Parties hereto without such Party first obtaining the approval of the other Parties and agreement upon the Sellernature, text, and timing of such announcement, which consents approval and agreement shall not be unreasonably withheld; provided, conditioned or delayed; provided however, that no such consent nothing in this Section 5.6 shall be required deemed to prohibit any Party from making any disclosure which its counsel deems necessary or advisable in connection with any press releaseorder to satisfy such Party’s disclosure obligations imposed by law or by Tokyo Stock Exchange rule or regulation, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press releaseincluding, announcement or other disclosure that relate to the Transactions are but not limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press releaseto, announcement or other disclosure for which consent of the other Party is not required obligations pursuant to the preceding sentenceExchange Act, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, provided further that each Party shall consult in good faith with the other Party on the provisions of acknowledges that this Agreement and the other Transaction Documents to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Investor Rights Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject by the Company. (b) The Party desiring to make any such public announcement shall provide the foregoing, each other Parties with a written copy of the Seller and the Buyer acknowledges and agrees that the proposed announcement in sufficient time prior to public release to allow such other Party will file a copy of this Agreement with the SEC via XXXXX if required by LawParties to comment upon such announcement, prior to public release.

Press Releases and Public Announcements. Prior to the Closing, except as may be required by Law or the rules or regulations of neither Buyer nor any national securities exchange, in each case upon the advice of counsel, none of the Seller, the Buyer or Seller nor any of their respective Affiliates Company shall issue or cause the publication of any press release or make any public announcement relating to the subject matter of this Agreement, including the terms and conditions of this Agreement and the transactions contemplated hereby, the Purchase Price, the Parties, without the prior written approval of the other Parties; provided, however, that (a) Buyer may make any public disclosure it believes in good faith is required by applicable Legal Requirements or any listing or trading agreement concerning its publicly-traded securities and (b) Sellers may, subject to Buyer’s written approval, correspond with third parties in writings in form and substance reasonably satisfactory to Buyer with respect to obtaining consents from such third parties pursuant to Section 3.6. Notwithstanding the Transactions foregoing, after the Closing, Buyer may, in its sole discretion, issue a press release regarding the execution of this Agreement and the transactions contemplated hereby; provided, that Buyer shall provide Sellers with an opportunity to review and comment on the contents of any such press release a reasonable period of time prior to its dissemination to the public. After the Closing, Sellers and their Affiliates and Representatives shall make no press release or public announcement or disclosure relating to the subject matter of this Agreement, including the Parties, the terms and conditions of this Agreement and the transactions contemplated hereby, without the prior written consent of the Buyer and the SellerBuyer, which consents shall not be unreasonably withheld, conditioned or delayed; provided that no such consent Buyer shall be required entitled to grant or refuse in connection with any press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement or other disclosure for which consent of the other Party is not required pursuant to the preceding sentence, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult in good faith with the other Party on the provisions of this Agreement and the other Transaction Documents to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each of the Seller and the Buyer acknowledges and agrees that the other Party will file a copy of this Agreement with the SEC via XXXXX if required by Lawits sole discretion.

Press Releases and Public Announcements. Prior to Closing, except as may be required by Law or The parties will agree upon the rules or regulations timing and content of any national securities exchangeinitial press release, or other public communications relating to this Agreement and the transactions contemplated herein. (a) Except to the extent already disclosed in each case upon the advice of counsel, none of the Seller, the Buyer or any of their respective Affiliates shall issue or cause the publication of any initial press release or other public disclosure with respect to communication, no public announcement concerning the Transactions without existence or the prior written consent terms of this Agreement or concerning the transactions described herein shall be made, either directly or indirectly, by any of the Buyer parties hereto without such party first obtaining the approval of the other parties and agreement upon the Sellernature, text, and timing of such announcement, which consents approval and agreement shall not be unreasonably withheld; provided, conditioned or delayed; provided however, that no such consent nothing in this Section 6.6(a) shall be required deemed to prohibit any party from making any disclosure which its counsel deems necessary or advisable in connection order to satisfy such party’s disclosure obligations imposed by law. (b) The party desiring to make any such public announcement shall provide the other parties with any press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement or other disclosure for which consent written copy of the proposed announcement in sufficient time prior to public release to allow such other Party is not required pursuant parties to the preceding sentencecomment upon such announcement, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult in good faith with the other Party on the provisions of this Agreement and the other Transaction Documents prior to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each of the Seller and the Buyer acknowledges and agrees that the other Party will file a copy of this Agreement with the SEC via XXXXX if required by Lawpublic release.

Press Releases and Public Announcements. Prior to Closing, except as may The initial public announcement regarding the transactions contemplated by this Agreement shall be required by Law or the rules or regulations of any national securities exchange, in each case upon the advice of counsel, none a joint press release of the Seller, the Buyer Parties or any one or more of their respective Affiliates. Thereafter, no Party nor any of its Affiliates shall issue or cause the publication of any press release or other make any public disclosure with respect announcement relating to this Agreement or the Transactions transactions contemplated by this Agreement without the prior written consent of the Buyer and the Seller, which consents shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required in connection with any press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement or other disclosure for which consent of the other Party is not required pursuant to the preceding sentence, the Buyer and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult in good faith with the other Party on the provisions of this Agreement and the other Transaction Documents to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each approval of the Seller and the Buyer acknowledges Buyer; provided, that any Party may issue any such press release or make such public announcement that it believes in good faith it is required to make under applicable Legal Requirements, or pursuant to the rules and agrees regulations of any stock exchanges, including any public announcements reasonably necessary or appropriate to obtain Public Fund Shareholder Approval; provided, further, that any Party may issue any such press release or make such public announcement in order to conduct capital raising, so long as it first gives the other Party will file a copy or Parties the opportunity to review and comment on such press release or public announcement, and considers any such comments in good faith; and provided, further, no Party shall make any disparaging statements about any of this Agreement with the SEC via XXXXX if other Parties in any press release or public announcement (it being understood that any Party may make accurate statements of fact as required by Lawapplicable Legal Requirements or pursuant to the rules and regulations of any stock exchanges).

Press Releases and Public Announcements. Prior to Closing, except Except as may be required by applicable Law or the rules or regulations of any national securities exchange, in each case upon the advice of counsel, none of the SellerSellers, the Buyer or any of their respective Affiliates shall issue or cause the publication of any press release or other public disclosure announcement with respect to the Transactions without the prior written consent of the Buyer and the SellerParent, which consents shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required in connection with any press release, announcement or other disclosure communication by a Party or an any Affiliate of a Party if if: (a) the contents of such press release, announcement or other disclosure communication that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement; and (b) such press release, announcement or other communication does not refer to the other Party (except to state the fact that such other Party was the counterparty to the Transactions). Except in cases of any press release, announcement or other disclosure for which consent of communication described in the other Party is not required pursuant proviso to the preceding foregoing sentence, : (i) the Buyer and the Seller Parent shall cooperate with each other in the development and distribution of all press releases and other public announcements with respect to this Agreement and the Transactions; and (ii) shall furnish the other with drafts of any such releases and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult announcements as far in good faith with the other Party on the provisions of this Agreement and the other Transaction Documents to be redacted in any filings that may be made by any Party or any of their respective Affiliates with the SEC or advance as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each of the Seller and the Buyer acknowledges and agrees that the other Party will file a copy of this Agreement with the SEC via XXXXX if required by Lawreasonably possible.

Press Releases and Public Announcements. Prior to Closing, except as may be required by Law or the rules or regulations Promptly following execution and delivery of any national securities exchange, in each case upon the advice of counsel, none of the Sellerthis Agreement, the parties shall jointly issue a press release in the form approved by the parties, such approval not to be unreasonably withheld or delayed. Except for such press release (and the filing by Buyer or any its Affiliates with the SEC of their respective Affiliates shall issue or cause a Form 8-K relating to this Agreement and such press release), prior to the publication of any press Closing Date, no news release or other public disclosure with respect announcement pertaining to the Transactions transactions contemplated by this Agreement shall be made by or on behalf of any party hereto without the prior written consent of the Buyer and the Sellerapproval, which consents shall not to be unreasonably withheld, conditioned withheld or delayed; provided that no such consent shall be required in connection with any press release, announcement or other disclosure by a Party or an Affiliate of a Party if the contents of such press release, announcement or other disclosure that relate to the Transactions are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement. Except in cases of any press release, announcement or other disclosure for which consent of the other Party is not required pursuant parties, unless the party making the announcement or disclosure shall give prior written notice to the preceding sentence, the Buyer other parties and the Seller shall furnish the other with drafts and provide reasonable opportunity for comment. Without limiting the foregoing, each Party shall consult consider in good faith their suggestions with respect thereto, to the extent possible and legally permissible. After the Closing Date, no news release or other Party on public announcement pertaining to the provisions of transactions contemplated by this Agreement and the other Transaction Documents to be redacted in any filings that may shall be made by or on behalf of any Seller Party without the prior approval, not to be unreasonably withheld or any delayed, of their respective Affiliates with the SEC or as otherwise required by Law, including any copy of this Agreement or any other Transaction Document that will be filed with the SEC via XXXXX. Subject to the foregoing, each of the Seller and the Buyer acknowledges and agrees that the other Party will file a copy of this Agreement with the SEC via XXXXX if required by LawBuyer.