Common use of Public Announcements; Filings; Disclosures Clause in Contracts

Public Announcements; Filings; Disclosures. (a) The Stockholder (and the Stockholder’s controlled Affiliates) shall not issue any press release or make any other public announcement or public statement (a “Public Communication”) with respect to this Agreement, the Merger Agreement, or the transactions contemplated by this Agreement or the Merger Agreement, without the prior written consent of Acquiror (which consent may be withheld in Acquiror’s sole discretion), except (i) as required by applicable Law or court process, in which case the Stockholder shall use its reasonable best efforts to provide Acquiror and Acquiror’s legal counsel (at Acquiror’s expense) with a reasonable opportunity to review and comment on such Public Communication in advance of its issuance and shall give reasonable and good faith consideration to any such comments or (ii) with respect to a Public Communication that is consistent with prior disclosures by Acquiror; provided, that the foregoing shall not apply to any disclosure required to be made by the Stockholder to a Governmental Authority so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the disclosures made by the Company and Acquiror pursuant to the terms of the Merger Agreement. For the avoidance of doubt, notwithstanding anything to the contrary in this Section 1.06(a), if the Stockholder is a director or officer of the Company, in his or her capacity as a director or officer of the Company, he or she may make public statements in such capacity to the extent permitted under the Merger Agreement.

Public Announcements; Filings; Disclosures. (a) The No Stockholder (and the Stockholder’s controlled nor any of its respective Affiliates) shall not issue any press release or make any other public announcement or public statement (a “Public Communication”to the extent not previously publicly disclosed or made in accordance with the Merger Agreement) with respect to this Agreement, the Merger Agreement, or the transactions contemplated by this Agreement hereby or the Merger Agreementthereby, without the prior written consent of Acquiror Parent or Merger Sub (which such consent may not to be withheld in Acquiror’s sole discretionunreasonably withheld, conditioned or delayed), except (i) as such press release or other public announcement may be required by applicable Law or court processLaw, in which case the such Stockholder shall use its reasonable best efforts to provide Acquiror Parent and Acquiror’s legal counsel (at Acquiror’s expense) Merger Sub with a reasonable opportunity to review and comment on such Public Communication release or announcement in advance of its issuance and shall give reasonable and good faith consideration to any such comments proposed by Parent or Merger Sub or (ii) in connection with respect a Change of Recommendation, if and to a Public Communication that is consistent with prior disclosures the extent permitted by Acquiror; provided, that the foregoing shall not apply to any disclosure required to be made by the Stockholder to a Governmental Authority so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the disclosures made by the Company and Acquiror pursuant to the terms of the Merger Agreement. For Each Stockholder shall permit and hereby authorizes Parent, Merger Sub and the avoidance Company to publish and disclose in all documents and schedules filed with the SEC, any proxy statement to stockholders or other disclosure document that Parent, Merger Sub or the Company reasonably determines to be necessary in connection with the Merger and any other transactions contemplated by the Merger Agreement, the Stockholder’s identity and ownership of doubt, notwithstanding the Stockholder’s Subject Shares and the nature of the Stockholder’s commitments and obligations under this Agreement. Notwithstanding anything to the contrary in this Section 1.06(a)1.6, if the each Stockholder that is a director or officer of the Company, in his or her capacity as a director or officer of the Company, he or she may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such capacity to statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the extent permitted under Company and do not reveal material, non-public information regarding the other parties, this Agreement, the Merger AgreementAgreement or the transactions contemplated hereby or thereby.

Public Announcements; Filings; Disclosures. (a) The Stockholder [Each][The] Subject Shareholder hereby agrees that [such][the] Subject Shareholder (and the Stockholder[such][the] Subject Shareholder’s controlled Affiliatesrepresentatives) shall not issue any press release or make any other public announcement or public statement (a “Public Communication”) with respect to this Agreement, the Merger Agreement, or the transactions contemplated by this Agreement hereby or the Merger Agreement, thereby without the prior written consent of Acquiror Parent (which consent may be withheld in AcquirorParent’s sole discretion), except (i) as required by applicable Law or court process, in which case the Stockholder [such][the] Subject Shareholder shall use its reasonable best efforts to provide Acquiror Parent and AcquirorParent’s legal counsel (at Acquiror’s expense) with a reasonable opportunity to review and comment on such Public Communication in advance of its issuance and shall give reasonable and good faith consideration to any such comments or (ii) in connection with respect a Change of Recommendation, if and to a Public Communication that is consistent with prior disclosures the extent permitted by Acquirorthe terms of the Merger Agreement; provided, that the foregoing shall not apply to any disclosure required to be made by the Stockholder [such][the] Subject Shareholder to a Governmental Authority Authority, including any amendment of any Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public disclosures made by the Company and Acquiror Parent pursuant to the terms of the Merger Agreement. For the avoidance of doubt, notwithstanding Notwithstanding anything to the contrary in this Section 1.06(a1.05(a), if the Stockholder [each][the] Subject Shareholder that is a director or officer of the Company, in his or her capacity as a director or officer of the Company, he or she may make public statements in such capacity to the extent permitted under the Merger Agreement.

Public Announcements; Filings; Disclosures. (a) The Stockholder Each Restricted Party (and the Stockholdersuch Restricted Party’s controlled Affiliates) shall not issue any press release or make any other public announcement or public statement (a “Public Communication”) with respect to this Agreement, the Merger Agreement, the other Transaction Documents or the transactions contemplated by this Agreement, the Merger Agreement or the Merger Agreementother Transaction Documents, without the prior written consent of Acquiror (which consent may be withheld in Acquiror’s sole discretion)VIH and Bakkt Opco, except (i) as required by applicable Law or court process, in which case the Stockholder such Restricted Party shall use its reasonable best efforts to provide Acquiror VIH and Acquiror’s Bakkt Opco and their respective legal counsel (at Acquiror’s expense) with a reasonable opportunity to review and comment on such Public Communication in advance of its issuance and shall give reasonable and consider in good faith consideration to any such comments or (ii) with respect to a Public Communication that is consistent with prior disclosures by AcquirorVIH and Bakkt Opco; provided, that the foregoing shall not apply to any disclosure required to be made by the Stockholder such Restricted Party to a Governmental Authority so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the disclosures made by the Company Bakkt Opco and Acquiror VIH pursuant to the terms of the Merger Agreement. For the avoidance of doubt, notwithstanding Notwithstanding anything to the contrary in this Section 1.06(a1.05(a), if any member of the Stockholder is a director board of managers or an officer of the CompanyBakkt Opco, in his or her capacity as a director member of the board of managers or an officer of the CompanyBakkt Opco, he or she may make public statements in such capacity to the extent permitted under the Merger Agreement.

Public Announcements; Filings; Disclosures. (a) The Stockholder Company Stockholders (and the Company Stockholder’s controlled Affiliates) shall not issue any press release or make any other public announcement or public statement (a “Public Communication”) with respect to this Agreement, the Merger Agreement, or the transactions contemplated by this Agreement or the Merger Agreement, without the prior written consent of Acquiror Parent (which consent may be withheld in AcquirorParent’s sole discretion), except (ia) as required by applicable Law law or court process, in which case the applicable Company Stockholder shall use its reasonable best efforts to provide Acquiror Parent and AcquirorParent’s legal counsel (at Acquiror’s expense) with a reasonable opportunity to review and comment on such Public Communication (solely with respect to such portions that relate to this Agreement, the Merger Agreement, or the transactions contemplated by this Agreement or the Merger Agreement) in advance of its issuance and shall give reasonable and good faith consideration to any such comments or (iib) with respect to a Public Communication that is consistent with prior disclosures by AcquirorParent; provided, that that, the foregoing shall not apply to any disclosure required to be made by the applicable Company Stockholder to a Governmental Authority Entity so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the disclosures made by the Company and Acquiror Parent pursuant to the terms of the Merger Agreement. For the avoidance of doubt, notwithstanding Notwithstanding anything to the contrary in this Section 1.06(a)9, if the Company Stockholder is a director or officer of the Company, in his or her capacity as a director or officer of the Company, he or she may make public statements in such capacity to the extent permitted under the Merger Agreement.

Public Announcements; Filings; Disclosures. (a) The Company Stockholder (and the Company Stockholder’s controlled Affiliates) shall not issue any press release or make any other public announcement or public statement (a “Public Communication”) with respect to this Agreement, the Merger Agreement, or the transactions contemplated by this Agreement or the Merger Agreement, without the prior written consent of Acquiror Parent and the Company (which consent may such consent, not to be withheld in Acquiror’s sole discretionunreasonably withheld, conditioned or delayed), except (i) as required by applicable Law or court processApplicable Legal Requirements, in which case the Company Stockholder shall use its reasonable best efforts shall, to provide Acquiror the extent permitted by Applicable Legal Requirements, first allow Parent and Acquiror’s legal counsel (at Acquiror’s expense) with a reasonable opportunity the Company to review and comment on such Public Communication in advance of its issuance and have the opportunity to comment thereon and the Company Stockholder shall give reasonable and good faith consideration to any consider such comments or in good faith, (ii) if such Public Communication is made in connection with fundraising or other investment related activities and is made to such Company Stockholder’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality, (iii) with respect to a Public Communication that is consistent contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with prior disclosures by Acquiror; providedthe Merger Agreement and (iv) announcements and communications to Governmental Entities in connection with registrations, that declarations and filings relating to the foregoing shall not apply to any disclosure Transactions required to be made by the Stockholder to a Governmental Authority so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the disclosures made by the Company and Acquiror pursuant to the terms of under the Merger Agreement. For the avoidance of doubt, notwithstanding Notwithstanding anything to the contrary in this Section 1.06(a)9, if the Company Stockholder is a director or officer of the Company, in his or her capacity as a director or officer of the Company, he or she may make public statements in such his or her capacity as a director or officer of the Company to the extent permitted under the Merger Agreement.