Common use of Public Announcements Clause in Contracts

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLPthe Company. ThereafterExcept as permitted in accordance with Section 5.2, neither MLP nor Parent and the Company shall issue or cause consult with each other before issuing, and, to the publication of extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld to issue such press release or delayed)make such public statement, except as may be required by Law applicable Law, court process or by obligations pursuant to any applicable listing agreement with the NYSE or other national rules of any securities exchange as determined in or trading market on which securities of Parent or the good faith judgment of the party proposing to make such release (Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such party shall not issue release or cause the publication announcement in advance of such press issuance (it being understood that the final form and content of any such release or other announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement without prior consultation with materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c); provided, however, that the Company shall use commercially reasonable efforts to (a) MLP shall not be required by this Section 5.6 to consult with any other party Parent regarding communications with respect customers, stockholders, prospective investors and employees related to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and transactions contemplated hereby, (b) provide Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation stockholder lists of the Company and (c) allow and facilitate Parent Conflicts Committee) believes is bona fide contact with stockholders of the Company and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6other prospective investors.

Public Announcements. The initial press release Parent Entities, on the one hand, and the Company Entities, on the other hand, shall consult with respect each other before issuing, and provide each other the opportunity to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent review and MLP. Thereaftercomment upon, neither MLP nor Parent shall issue or cause the publication of any material press release or other material public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or Agreement, the transactions contemplated hereby without Reincorporation Merger, the prior consent of Share Exchange and the other party (which consent Transactions and shall not be unreasonably withheld (and shall not cause or delayed)permit their respective Representatives to) issue any such material press release or make any such material public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with, or rules of, any securities exchange or listing authority or as would not be reasonably practicable as a result of requirements of applicable Law or by (b) as to any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press public release or other public announcement without prior consultation with (x) made or proposed to be made by the other party); provided, however, that Company (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (acting upon the recommendation of the MLP Conflicts Special Committee) believes is bona fide and matters related thereto or an MLP in connection with a Company Takeover Proposal, a Superior Proposal, a Company Adverse Recommendation Change but nothing or any action taken pursuant thereto, in this clause each case, that does not violate Section 7.02 or (ay) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult connection with any other party dispute between the parties regarding this Agreement or the Transactions. The Company and Parent agree that the initial press release to be issued with respect to a the Transactions will be in the form heretofore agreed to by the parties. Notwithstanding the foregoing sentences of this Section 8.07, the Parent Entities and the Company may make any oral or written public announcement in connection announcements, releases or statements without complying with the receipt foregoing requirements if the substance of such announcements, releases or statements, was publicly disclosed and existence of a Parent Alternative Proposal that previously subject to the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6foregoing requirements.

Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the execution of transactions contemplated by this Agreement shall be in a joint press release form mutually agreed to by the parties hereto, and shall be reasonably agreed upon by issued as promptly as practicable following the execution of this Agreement. Parent and MLP. Thereafterthe Company shall consult with each other before issuing any other press release, neither MLP nor Parent or scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to consult with each other before making any other public statement, in each case, with respect to this Agreement or the transactions contemplated hereby, and shall not issue or cause the publication of any such press release or make any such other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect statement relating to this Agreement or the transactions contemplated hereby without the prior consent of the other party (party, which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be for any such release or announcement that Parent or the Company determines, after consultation with outside legal counsel, is required by applicable Law or by any applicable listing agreement with the NYSE or other rule of any national or foreign securities exchange as determined in or association upon which the good faith judgment securities of the party proposing to make such release (Company or Parent, as applicable, are listed, in which case such the party shall not issue or cause required to make the publication of such press release or other public announcement without prior consultation shall provide notice to and, to the extent reasonably practicable, consult with the other party)party about, and shall use its reasonable best efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause Section 8.05 shall prohibit or limit either party from (ai) shall limit making any obligation of MLP under Section 5.3(d) public statement in response to negotiate with Parent questions from the press, analysts, investors or those attending industry conferences, making internal announcements to employees and making disclosures in good faith the Company SEC Documents and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board SEC Documents, as applicable, so long as such statements, announcements and disclosures substantially reiterate (upon the recommendation of the Parent Conflicts Committeeand are not inconsistent with) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made approved in advance by the other party, or (ii) making any public statement, internal announcements to employees or disclosures in the Company SEC Documents and the Parent SEC Documents in respect of a Company Adverse Recommendation Change or MLP Parent Adverse Recommendation Change, as applicable, in compliance each case only to the extent such statement, announcement or disclosure complies with Section 6.02 or Section 7.02, as applicable, and is otherwise permitted by this Section 5.6Agreement; provided, further, that the foregoing proviso shall not in any way effect any other prohibition or limitation contained in this Agreement.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent the Parties. No Party shall, and MLP. Thereaftereach will cause its Representatives not to, neither MLP nor Parent shall issue any public announcements or cause the publication of any press release or make other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to disclosures regarding this Agreement or the transactions contemplated hereby Transactions, without the prior written approval of the other Party. Notwithstanding the foregoing, (i) a Party, its Subsidiaries or their Representatives may issue a public announcement or other public disclosures with respect to the Merger or any of the other Transactions (a) if required by applicable Law or (b) if required by the rules of any stock exchange upon which such Party’s or its Subsidiary’s capital stock is traded; provided, in each case, such Party uses reasonable best efforts to afford the other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments thereon; (ii) each of Parent and the Company may, without consultation with or consent of the other party Party, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal announcements to employees, so long as such statements or announcements are consistent with (which consent shall and not be unreasonably withheld materially expansive of) previous press releases, public disclosures or delayed)public statements or announcements made jointly by the Parties (or individually, except as may be required if approved by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other partyParty); provided, however, that (aiii) MLP the Company shall not be required by any provision of this Section 5.6 Agreement to consult with or obtain any other party approval from Parent with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement press release issued in connection with the receipt and existence of a Parent Alternative Competing Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Company Change of Recommendation, other than as set forth in Section 6.3; and (iv) neither Parent Adverse Recommendation Change but nothing nor the Company need to consult with (or obtain the consent of) the other Party in this clause (b) shall limit connection with any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releasesrelease, public disclosures statement or public statements made by filing in connection with any Proceeding between Parent and the Company related to this Agreement or MLP in compliance with this Section 5.6any of the Transactions.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafterthe Company shall consult with each other before issuing, neither MLP nor Parent shall issue or cause and give each other the publication of reasonable opportunity to review and comment upon, any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or the transactions contemplated hereby by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which consent shall not be unreasonably withheld withheld, delayed or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other partyconditioned); provided, however, that a party may, without the prior consent of the other party (abut after prior consultation, to the extent practicable in the circumstances) MLP shall not be issue such press release or make such public statement to the extent required by this Section 5.6 to consult with Applicable Law, court process or the rules and regulations of any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto national securities exchange or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faithnational securities quotation system; provided, further, that each party and their respective controlled affiliates may make statements the foregoing shall not (i) apply to any public statement to the extent containing information that are is consistent with statements the joint press release referred to below or any other release or public statement previously issued or made in previous press releasesaccordance with this Section 6.06, public disclosures (ii) any communication in accordance with Section 5.02(e) or public statements (iii) in the event of a Company Adverse Recommendation Change made by Parent or MLP in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 5.66.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.

Public Announcements. The initial press release with respect to the execution of this Agreement and the transactions contemplated hereby shall be a joint press release in a form reasonably acceptable to be Parent and the Company. Thereafter, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change) will use their respective reasonable best efforts to consult with the other Party before (a) participating in any media interviews, (b) engaging in meetings or calls with analysts, institutional investors or other similar Persons and (c) providing any statements (including press releases) which are public or are reasonably agreed upon likely to become public, in any such case to the extent relating to the transactions contemplated hereby (a “Public Statement”). In addition, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change) agree to cause their respective directors and executive officers to refrain from taking any position in any such Public Statement that is, without limiting the obligations set forth in Section 8.02, (x) contrary to the positions previously taken by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) Company with respect to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, or (y) reasonably likely to have a significant, adverse impact on the ability of the Parties to consummate the transactions contemplated hereby. None of the limitations set forth in this Section 8.03 shall apply to any disclosure of any information concerning this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 Agreement (i) which Parent or the Company deems appropriate in its reasonable judgment, in light of its status as a publicly owned company, including to consult with any other party with respect to a public announcement securities analysts and institutional investors and in press interviews; and (ii) in connection with any dispute between the receipt and existence of an MLP Alternative Proposal that Parties regarding this Agreement or the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required transactions contemplated by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent the Parties. No Party shall, and MLP. Thereaftereach Party will cause its Representatives not to, neither MLP nor Parent shall issue any public announcements or cause the publication of any press release or make other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to disclosures regarding this Agreement or the transactions contemplated hereby Transactions, without the prior consent written approval of the other party (which consent shall not be unreasonably withheld Party. Notwithstanding the foregoing, a Party, its Subsidiaries or delayed), except as its or their Representatives may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release a public announcement or other public announcement without prior consultation disclosures (a) required by applicable Law, (b) required by the rules of any stock exchange upon which such Party’s or its Subsidiary’s capital stock is traded or (c) consistent with the final form of the joint press release announcing the Merger and the investor presentation given to investors on the morning of announcement of the Merger; provided, in each case, such Party uses reasonable best efforts to afford the other party)Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments thereon; and provided, however, that (ax) MLP no provision in this Agreement shall be deemed to restrict in any manner a Party’s ability to communicate with its employees (provided, that prior to making any written (or prepared broad-based) communications to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the Transactions or compensation or benefits that are payable or to be provided following the Effective Time, the Company shall provide Parent with a copy of the intended communication (or written summary of any prepared broad-based oral communication), the Company shall provide Parent a reasonable period of time to review and comment on the communication, and the Company shall consider any timely comments in good faith) and (y) the Company shall not be required by this Section 5.6 6.12 to consult with or obtain any other party approval from Parent with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement press release issued in connection with the receipt and existence of a Parent Alternative Company Competing Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Company Change but nothing of Recommendation, other than as set forth in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.66.4.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent Company and MLP. Thereafter, neither MLP nor Parent shall issue or cause consult with each other before issuing, and will provide each other the publication of opportunity to review and reasonably comment upon, and use reasonable best efforts to agree on, any press release or other public announcement statements with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and shall not issue any such press release or make any such public statement without the prior written consent of the other Party (which shall not be unreasonably withheld, delayed or conditioned), except as either Party, after consultation with outside counsel, may determine is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or stock market if it has used reasonable best efforts to consult with the other Party prior thereto regarding the timing, scope and content of any such press release or public statement; provided, however, that no such consultation shall be required to make any disclosure or otherwise take any action expressly permitted by Section 5.3, Section 5.4, Section 5.5 or Section 5.6 (or for the other Party to respond to any such disclosure or action). In addition, except (i) to the extent not previously issued disclosed in or made consistent with the Registration Statement or Joint Proxy Statement in accordance with the provisions of Section 5.7, (ii) to the extent necessary to comply with such Party’s periodic reporting obligations under the Exchange Act, (iii) for any consent given in accordance with this AgreementSection 5.12 or (iv) with respect as expressly permitted by Section 5.3, Section 5.4, Section 5.5 or Section 5.6 (or for the other Party to this Agreement respond to any such disclosure or action), neither Party shall issue any press release or otherwise make any public statement or disclosure concerning the other Party or the transactions contemplated hereby other Party’s business, financial condition or results of operations without the prior consent of the such other party (Party, which consent shall not be unreasonably withheld withheld, delayed or delayed), except as may conditioned. The Parties agree that the initial press release to be required by Law or by any applicable listing agreement issued with respect to the NYSE or other national securities exchange as determined transactions contemplated hereby shall be in the good faith judgment form agreed to by the Parties. Notwithstanding the foregoing, after the issuance of the party proposing to make such release (in which case such party shall not issue or cause the publication of such any press release or other the making of any public announcement without prior statement with respect to which the consultation with the other party); provided, however, that (a) MLP shall not be required by procedures set forth in this Section 5.6 to consult 5.12 have been followed, either Party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party Party hereto so long as such additional publications, press releases and announcements do not disclose any non-public information regarding the transactions contemplated by the Transaction Documents beyond the scope of, and are reasonably consistent in tone and tenor with, the disclosure included in the press release or public statement with respect to a public announcement in connection with which the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Party had been consulted.

Public Announcements. The initial press release Janus and Xxxxxxxxx shall, and shall cause their subsidiaries to, consult with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of each other before issuing any press release or other making any public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to this Agreement or the transactions contemplated hereby Transactions and shall not issue any such press release or make any such public statement without the prior consent of the other party (which other, such consent shall not to be unreasonably withheld withheld, conditioned or delayed). Notwithstanding the foregoing, except as may be required by Law or by (a) any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without statement that is required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the party making the release or statement has used its reasonable best efforts to consult with the other party); provided, however, that (ab) MLP the first sentence of this Section 6.9 shall not be required by this Section 5.6 to consult with any other party apply with respect to a public announcement Janus Recommendation Change (or any responses thereto) or a Xxxxxxxxx Recommendation Change (or any responses thereto), or the proviso in Section 5.2(b)(ii) or Section 5.3(b)(ii) (or any response to a statement made pursuant to Section 5.2(b)(ii) or Section 5.3(b)(ii)), (c) the first sentence of this Section 6.9 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the receipt and existence parties regarding this Agreement, (d) the first sentence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent 6.9 shall not be required apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 5.6 6.9, to consult the extent replicated in whole or in part in any subsequent press release or other announcement, (e) the first sentence of this Section 6.9 shall not apply to any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, so long as such statements are not inconsistent with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent or MLP the parties and otherwise in compliance with this Section 5.66.9 and do not reveal material nonpublic information regarding this Agreement or the Transactions and (f) for the avoidance of doubt, this Section 6.9 shall not apply to communications with employees and clients.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. ThereafterBuyer, neither MLP nor Parent on the one hand, and the Company, on the other hand, shall issue or cause consult with one another prior to issuing, and provide each other with the publication of opportunity to review and comment upon, any press release release, public announcement, public statement or other public announcement (to the extent not previously issued or made in accordance with this Agreement) disclosure with respect to this Agreement or the transactions contemplated hereby Transactions and shall not issue any such press release, public announcement, public statement or other public disclosure prior to such consultation without the prior written consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be required by applicable Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined rules and regulations of the NASDAQ, in the good faith judgment case of Parent or Buyer, or the NYSE, in the case of the party proposing to make such release (Company, in which case such party event Parent and Buyer, on the one hand, and the Company, on the other hand, shall not issue endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to Parent and Buyer or cause the publication of Company, as applicable, to review and comment upon such press release release, public announcement, public statement or other public announcement without prior consultation with the other party)disclosure in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however, that (a) MLP shall not be required each of the Company, on the one hand, and Parent and Buyer, on the other hand, may make press releases or public announcements concerning this Agreement or the Transactions that consist solely of information previously disclosed in previous press releases or announcements made by Parent, Buyer and/or the Company in compliance with this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith 7.04 and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation each of the Company, on the one hand, and Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; providedBuyer, furtheron the other hand, that each party and their respective controlled affiliates may make any public statements that are consistent with in response to questions by the press, investors or analysts or those participating in investor calls or industry conferences, so long as such statements made consist solely of information previously disclosed in previous press releases, public disclosures or disclosures, public statements or other public disclosures made by Parent or MLP Parent, Buyer and/or the Company in compliance with this Section 5.67.04. The Company will consult with Parent (and consider in good faith the advice of Parent) prior to sending any material notices or other communication materials to its employees regarding the matters described in Section 5.04 or any other matters relating to the entry of the Parties into this Agreement or the effects of the Transactions. The Company, Parent and Buyer agree to issue (or cause to be issued) the previously agreed upon form of joint press release announcing the execution of this Agreement promptly following the execution of this Agreement.

Public Announcements. The initial press release with respect to the execution of concerning this Agreement and the transactions contemplated hereby shall be a joint press release to be reasonably agreed upon by the Company and Parent. Following such initial press release, except as provided for in this Agreement, Parent and MLP. Thereafter, neither MLP nor Parent the Company shall issue or cause the publication of consult with each other before issuing any press release or other otherwise making any public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to statements about this Agreement or any of the transactions contemplated hereby without by this Agreement. Neither Parent nor the prior consent of the other party (which consent Company shall not be unreasonably withheld or delayed), except as may be required by Law or by issue any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other make any such public announcement without statement prior consultation to such consultation, except to the extent required by applicable Law or the Applicable Exchange requirements, in which case that party shall use its reasonable best efforts to consult with the other party)party before issuing any such release or making any such public statement; provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated by this Agreement in response to questions from the press, analysts, investors or those attending industry conferences, and their respective controlled affiliates may make internal announcements to employees, to the extent that such statements that are consistent not inconsistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent or MLP the parties and otherwise in compliance with this Section 5.65.10 and do not reveal material non-public information regarding this Agreement or the transactions contemplated by this Agreement; provided, further, that Parent’s consent shall not be required, and the Company shall not be required to consult with Parent in connection with, or provide Parent an opportunity to review or comment upon, any press release or other public statement or comment to be issued or made with respect to any Takeover Proposal or with respect to any actions contemplated by Section 5.4(e), Section 5.4(f) or Section 5.4(g). Notwithstanding the foregoing, without the prior consent of the other parties, (a) the Company may communicate with customers, vendors, suppliers, financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law, (b) may disseminate the information included in a press release or other document previously approved for external distribution by Parent and (c) this Section 5.10 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement.

Public Announcements. The initial press release Except as otherwise contemplated by Section 5.5 (Non-Solicitation) or in connection with respect to any dispute among the execution of parties regarding this Agreement shall be a joint press release to be reasonably agreed upon by Agreement, the Company, Parent and MLP. Thereafter, neither MLP nor Parent Merger Sub shall issue or cause the publication of consult with each other before issuing any press release or other otherwise making any public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or the transactions contemplated hereby without the prior consent hereby, and none of the parties or their respective Affiliates shall issue any such press release or make any public statement prior to obtaining the other party parties’ consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as that no such consent shall be necessary to the extent disclosure may be required by Law Law, Order or by applicable stock exchange rule or any applicable listing agreement of any party hereto (and in such event, such party shall use its reasonable best efforts to consult with the NYSE other party prior to such disclosure) or is consistent with prior written communications previously consented to by the other national securities exchange as determined in parties. In addition, the good faith judgment Company may, without Parent’s or Merger Sub’s consent, communicate to its investors, employees, customers, suppliers, consultants, Financing Sources (and Representatives of Financing Sources) and Debt Financing Sources Related Parties; provided that such communication is consistent with prior communications of the party proposing Company or any plan previously agreed to make such release (by Parent and the Company in which case such party communications may be made consistent with such plan. For the avoidance of doubt, the foregoing shall not issue restrict Parent’s or cause its Affiliates’ disclosure of information regarding the publication transactions contemplated hereby, including information related to Parent’s determination to enter into this Agreement, in connection with fundraising, marketing, informational or reporting activities so long as such disclosures are made pursuant to a confidentiality agreement having provisions as to the confidential treatment of such information that are not materially less favorable in the aggregate to the Company than the confidentiality provisions of the Confidentiality Agreement. For the avoidance of doubt, this Section 5.8 shall not apply to or otherwise restrict any Company communication (including a press release or other public announcement without prior consultation statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the board of directors of the Company. Notwithstanding anything herein to the contrary, the Company and its Representatives, the Financing Sources (and their Representatives) and/or the Debt Financing Sources Related Parties may make customary disclosures and communications to potential financing sources in relation to obtaining any Financing so long as such persons enter into a confidentiality agreement and a clean team agreement, as applicable, with the other party); providedCompany, howeverin each case, having provisions as to the confidential treatment of information that (a) MLP shall are not be required by this Section 5.6 materially less favorable in the aggregate to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that Company than the MLP Managing GP Board (upon the recommendation confidentiality provisions of the MLP Conflicts Committee) believes is bona fide Confidentiality Agreement and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; providedClean Team Agreement, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6respectively.

Public Announcements. The initial Company shall not, and shall cause its Subsidiaries to not, and Parent and Buyer shall not, and shall cause each of their Subsidiaries to not, issue any press release, announcement or other public statement concerning the Agreement or the Transactions without the prior written consent of the other, except any release, announcement or other public statement required by applicable Law or any rule or regulation of Nasdaq, the New York Stock Exchange or any other stock exchange to which the relevant party is subject, in which case the party required to make the release or announcement shall use reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance; it being understood that the final form and content of any such release or announcement, to the extent so required, shall be at the final discretion of the disclosing party. Notwithstanding anything herein to the contrary, the restrictions of this Section 5.7 shall not apply to, and neither Parent’s nor Buyer’s approval shall be required for, any press release, announcement or other public statement or communication (a) by the Company to the extent required by applicable Law in connection with a Change of Board Recommendation or otherwise permitted pursuant to Section 5.3(f), (b) by Parent in response to any Change of Board Recommendation, any Acquisition Proposal that becomes publicly known or any press release, public statement or other communication by the Company with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafterforegoing, neither MLP nor Parent shall issue or cause (c) any Dispute among the publication of any press release or other public announcement (parties hereto, subject to the extent not previously issued confidentiality provisions set forth in Section 7.10(l) or (d) by either Parent or the Company or their respective Subsidiaries that consists solely of information which is substantially consistent with any prior release, announcement or communication otherwise made in accordance with this Agreement) Section 5.7. The parties hereto agree that the initial press release to be issued with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent Transactions shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of form heretofore agreed to by the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6parties.

Public Announcements. The initial press release with respect to the execution of this Agreement Neither Party shall, and each Party shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereaftercause its Affiliates not to, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to or make any public statement concerning the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby Transactions without the prior consent of the other party Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be required by Law applicable Laws, Order or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (Governmental Entity, in which case the Party required to make the disclosure shall allow the other Party reasonable time (not less than 24 hours) to comment thereon in advance of such party issuance and the disclosing Party shall consider in good faith any reasonable comments provided by the other Party. The press release announcing the execution and delivery of this Agreement shall be a joint press release of the Parties in the form mutually agreed upon by the Parties in writing prior to the date hereof (the “Announcements”). Notwithstanding the foregoing, (a) this Section 6.06 shall not issue or cause the publication of such apply to any press release or other public announcement without prior consultation or statement made by any of the Parties hereto which is substantially consistent with the other party); providedAnnouncements and the terms of this Agreement and does not contain any information relating to GE Vernova, however, MT or any of their respective Affiliates that (a) MLP shall has not be required by this Section 5.6 to consult with any other party with respect to a been previously announced or made public announcement in connection accordance with the receipt and existence terms of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and Agreement, (b) Parent shall not be required by this Section 5.6 each of GE Vernova and MT may make internal announcements to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements employees that are consistent with statements made the Announcements, and (c) MT and its Affiliates and Representatives may provide information to MT’s current or prospective investors (including limited partners of investment funds affiliated with MT and/or its Affiliates) and/or lenders (and their respective Representatives) regarding the subject matter and terms of this Agreement in previous press releasesconnection with their respective fundraising, public disclosures or public statements made marketing, informational, transactional and/or reporting activities, in each case, without any required approval by Parent or MLP any Party hereto, so long as the recipients of such information are bound by confidentiality obligations with respect to such information in compliance with this Section 5.6form and substance reasonably acceptable to GE Vernova in advance of receiving such information.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLPthe Company. Thereafter, neither MLP nor Parent shall issue or cause the publication of any Except in connection with press release releases or other public announcement (to the extent not previously issued or statements made in accordance compliance with Section 6.02, none of the Company, on the one hand, or Parent, on the other hand, shall issue any public release or make any public announcement concerning this Agreement) with respect to this Agreement , the other Transaction Agreements or the transactions contemplated hereby Contemplated Transactions without the prior written consent of the other party Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as such release or announcement may be required by Applicable Law or by the rules or regulations of any applicable listing agreement with the NYSE United States or other national Canadian securities exchange as determined in or Governmental Authority to which the good faith judgment of the party proposing to make such release (relevant Party is subject or submits, wherever situated, in which case the Party required to make the release or announcement shall use its reasonable best efforts to allow, to the extent practicable and permissible pursuant to Applicable Law, the other Party or Parties reasonable time to comment on such party shall not issue release or cause the publication announcement in advance of such press issuance (it being understood that the final form and content of any such release or other public announcement without prior consultation with announcement, as well as the other partytiming of any such release or announcement, shall be at the final reasonable discretion of the disclosing Party); provided, however, that (a) MLP the restrictions set forth in this Section 8.05 shall not be required by this Section 5.6 apply to consult any release or announcement that is consistent in all material respects with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP a Party hereto in compliance accordance with this Agreement (including any announcement or other notification provided to investors in a Fund), in each case to the extent such disclosure is still accurate. Notwithstanding the foregoing, no communication by the Company with the employees of any Company Entity or Parent with the employees of any Parent Entity shall be deemed a “public release” or “public announcement” for purposes of this Section 5.68.05.

Public Announcements. The initial press release issued by Parent and the Company with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLPthe Company. Thereafter, neither MLP nor Parent and the Company shall issue or cause the publication of consult with each other before issuing any press release release, having any communication with the press (whether or not for attribution) or making any other public announcement (to the extent not previously issued statement, or made in accordance scheduling any press conference or conference call with this Agreement) investors or analysts, with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed)and, except in respect of any public statement or press release as may be required by Applicable Law or by any applicable listing agreement with the NYSE or other rule of any national securities exchange as determined in the good faith judgment of the party proposing to make such release or association (in which case case, such disclosing party will endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other party to review and comment upon such public statement or press release, and will implement any reasonable comments of the other party thereto), shall not issue or cause the publication of any such press release or make any such other public announcement statement or schedule any such press conference or conference call before such consultation. Notwithstanding the foregoing, (i) without prior consultation with consultation, each party may disseminate the information included in a press release or other document previously approved for external distribution by the other parties and unmodified from the version so approved, and the restrictions set forth in this Section 8.04 shall not apply in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby and (ii) subject to Section 7.04(g), no provision of this Agreement shall be deemed to restrict in any manner a party); provided, however, that (a) MLP ’s ability to communicate with its employees. The Company shall not be required by any provision of this Section 5.6 Agreement to consult with or obtain any other party approval from Parent with respect to a public announcement or press release issued in connection with the receipt and existence of an MLP Alternative Acquisition Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing Change, other than as set forth in this clause (a) shall limit any obligation of MLP under Section 5.3(d) and subject to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.66.03.

Public Announcements. The initial press release with respect to Each of the execution Holders, on the one hand, and the Parent Parties, on the other hand, shall not, shall cause each of this Agreement their Subsidiaries not to, and shall be a joint press release to be reasonably agreed upon by Parent direct their respective controlled Affiliates and MLP. ThereafterRepresentatives not to, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to concerning the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby Contemplated Transactions without the prior consent of SLR (in the other party case of any such press release or announcement to be made by the Parent Parties or their Affiliates or Representatives) or Topco (which consent shall not in the case of any such press release or announcement to be unreasonably withheld made by the Holders or delayedtheir Affiliates or Representatives), except as may be any release or announcement required by applicable Law or by any applicable listing agreement with the NYSE rule or other national securities exchange as determined in the good faith judgment regulation of the party proposing Nasdaq Global Select Market or any stock exchange to make which the relevant Party (or such release (Party’s applicable Affiliate or Representative) is subject, in which case such Party (or its applicable Affiliate or Representative) required to make the release or announcement shall use reasonable best efforts to allow the other Parties reasonable time to comment on such release or announcement in advance of such issuance and shall consider in good faith the comments of the applicable Party (or such Party’s applicable Affiliate or Representative) therein. The restrictions of this Section 20 do not apply to any press release or announcement made by any of the Parties or their Affiliates to the extent that such press release or announcement is consistent with any press release or announcement previously made in compliance with this Section 20, so long as any such press release or announcement remains true and correct in all material respects and the other Parties have not requested in writing that the party shall not issue that initially made such press release or cause announcement discontinue the publication use or public communication of such press release or other public announcement without prior consultation with announcement. Notwithstanding the other party); providedforegoing, howevereach Party and its respective Affiliates may provide ordinary course communications regarding this Agreement and the Contemplated Transactions to existing or prospective general and limited partners, that (a) MLP shall not be required by this Section 5.6 equity holders, members, managers and investors of any Affiliates of such Person, in each case, who are subject to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6customary confidentiality restrictions.

Public Announcements. The initial press release with respect (a) Subject to Section 5.4(a), Section 5.7 and Section 5.8, none of the execution Parties or any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent their respective Representatives or Affiliates shall issue or cause the publication of any press release releases or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of of, prior to the other party (which consent shall not be unreasonably withheld or delayed)Closing, except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in Company and Priveterra or, after the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)Closing, Priveterra; provided, however, that each Party may make any such announcement or other communication (ai) MLP shall not be if such announcement or other communication is required by this Section 5.6 applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with the Company, if the disclosing party is any Priveterra Party, or with Priveterra, if the disclosing party is the Company, prior to making such announcement or other communication, to review such announcement or communication and to give such non-disclosing party the opportunity to comment thereon, in which case the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with respect regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with Priveterra prior to making such announcement or other communication and to consider any comments of Priveterra thereon in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public announcement statement, press release or other communication previously approved in accordance with this Section 5.4, and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the receipt and existence of an MLP Alternative Proposal transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the MLP Managing GP Board (upon Priveterra Parties, the recommendation Sponsor and their respective Representatives may provide general information about the subject matter of this Agreement, the MLP Conflicts Committee) believes is bona fide Ancillary Documents and matters the transactions contemplated hereby and thereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related thereto marketing or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and informational or reporting activities. (b) Parent The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company and Priveterra prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, Priveterra shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Priveterra shall consider such comments in good faith. The Company, on the one hand, and Priveterra, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Priveterra, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), Priveterra shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release, a description of the Closing and the required pro forma financial statements and the historical financial statements prepared by the Company and its accountants, in each case, as required by this Section 5.6 Securities Laws, which the Company shall have the opportunity to consult with any other party with respect review and comment upon prior to a public announcement filing and Priveterra shall consider such comments in good faith. In connection with the receipt and existence preparation of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation each of the Parent Conflicts Committee) believes is bona fide Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters related thereto as may be reasonably necessary for such press release or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6filing.

Public Announcements. The initial press release with respect to Parties have agreed upon the execution content of this Agreement shall be a joint press release to announce the collaboration which shall be reasonably agreed issued substantially in the form attached hereto as Schedule 11.4 upon by Parent and MLPexecution of this Agreement. Thereafter, neither MLP nor Parent Neither Party shall issue or cause any *** Certain information in this agreement has been omitted and filed separately with the publication Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of any a confidential treatment request. other public announcement, press release release, or other public announcement disclosure regarding this Agreement or the Parties’ activities hereunder without the other Party’s prior written consent (to which shall not be unreasonably withheld, delayed, or conditioned), except for any such disclosure regarding [***], or any such disclosure that is, in the extent not previously issued opinion of the disclosing Party’s counsel, required by Applicable Law or made the rules of a stock exchange on which the securities of the disclosing Party are listed, or is otherwise expressly permitted in accordance with this Agreement) with respect Article 11. In the event a Party desires to this Agreement make a public announcement regarding the exercise of any Option or payment of any milestone or that is, in the opinion of its counsel, required by Applicable Law or the transactions contemplated hereby without the prior consent rules of the other party (a stock exchange on which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national its securities exchange as determined in the good faith judgment of the party proposing are listed to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure, unless such proposed disclosure is required under Applicable Law, or the rules of an applicable securities exchange, in each case to be made in [***] Business Days or less) so as to provide a reasonable opportunity to comment thereon. Specifically and notwithstanding the foregoing, the Parties acknowledge that [***]. As used in this Section 11.4, [***]. After release (in which case such party shall not issue or cause the publication of any such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releasesrelease, public disclosures announcement, public disclosure or public statements made presentation by Parent or MLP a Party in compliance accordance with this Section 5.611.4, such Party may further disclose the information contained such press release, public announcement, public disclosure or presentation without the need for further notice to or review by the other Party under this Section 11.4 or otherwise.

Public Announcements. The initial press release with respect to this Agreement, the execution of this Agreement Merger and the other transactions contemplated hereby shall be a joint press release to be reasonably mutually agreed upon by Parent the Company and MLPParent. Thereafter, neither MLP nor Parent none of the parties shall (and each of the parties shall cause its representatives and affiliates, if applicable, not to) issue or cause the publication of any press release or other make any public announcement (to the extent not previously issued or made in accordance with concerning this Agreement) with respect to this Agreement , the Merger or the other transactions contemplated hereby without obtaining the prior written consent of (a) the other Company, in the event the disclosing party is Parent, the Purchaser, any of its affiliates or any Parent Representative, or (which b) Parent, in the event the disclosing party is the Company, or any Company Representative, in each case, with such consent shall not to be unreasonably withheld conditioned, delayed or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)withheld; provided, however, that (ai) MLP shall not be if a party determines, based upon advice of counsel, that a press release or public announcement is required by applicable Law or the rules or regulations of any applicable stock exchange, such party may make such press release or public announcement, in which case the disclosing party shall use its commercially reasonable efforts to provide the other parties reasonable time to comment on such release or announcement in advance of such issuance, (ii) this Section 5.6 to consult with any other party with respect to 5.7 shall terminate upon a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (biii) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation each of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates parties may make public statements that 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 statements are consistent not materially inconsistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties, the Merger or MLP in compliance with this Section 5.6the transactions contemplated hereby.

Public Announcements. The initial (a) From the date hereof and prior to the earlier of the Effective Time and the Termination Date, Sodium and the Company shall use reasonable best efforts to develop a joint communications plan and each party shall use reasonable best efforts to ensure that all press release releases and other public statements with respect to the execution of this Agreement Transactions, to the extent they have not been previously issued or disclosed, shall be a consistent with such joint press release to be reasonably agreed upon communications plan. Unless otherwise required by Parent and MLP. Thereafterapplicable Law, neither MLP the Company, on the one hand, nor Parent any of Sodium, Sodium US and Merger Sub, on the other hand, shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to this Agreement or the transactions contemplated hereby Merger without the other’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed ). In the event any public disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, the disclosing party will endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of review and comment upon such press release or other public announcement without prior consultation with or disclosure in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto. Each of Sodium and the Company may issue a press release, reasonably acceptable to the other party); provided, however, that announcing this Agreement. (ab) MLP shall not be required by Notwithstanding anything in this Section 5.6 6.10 or otherwise in this Agreement to consult with the contrary, each party shall be permitted to issue press releases or make public announcements or disclosure (i) following any other party Company Change of Recommendation or any publicly announced Company Acquisition Proposal, (ii) with respect to a public announcement action taken by the Company or the Company Board pursuant to, and in connection with the receipt and existence of an MLP Alternative Proposal accordance with, Section 6.4 or (iii) that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP any party in compliance with this Section 5.66.10.

Public Announcements. The initial (a) Neither Party will issue any other press release or other publicity materials, or make any public presentation with respect to the existence of, or any of the terms or conditions of, this Agreement or the programs or efforts being conducted by the other Party hereunder, in each case without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) save only such announcements that are required by or advisable (upon the advice of such Party’s legal counsel) to be made under Applicable Law or the rules of any securities exchange, in which case the other Party will at least be provided with a copy of such announcement prior to its release. Notwithstanding the foregoing prior written consent requirement, each Party is hereby granted the right to issue a press release with respect to this Agreement without the prior written consent of the other Party in connection with statements in quarterly or annual press releases reporting the Party’s quarterly or yearly financial or operating results to the extent they relate to such financial or operating results, and (iii) a press release upon the happening of the following events: execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. ThereafterAgreement, neither MLP nor Parent shall issue or cause the publication filing of any Regulatory Approval Applications, the receipt of any Regulatory Approvals, any significant clinical trial development (including initiation and/or completion of a clinical trial) and commercialization in any country or region, provided that in the case of clause (iii) the content of such release is reasonably satisfactory to the other Party. Notwithstanding the foregoing, if either Party issues any publicity, press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect Section 5.2, the other Party will thereafter have the right to this Agreement disclose publicly the information in such publicity, press release or the transactions contemplated hereby other announcement without the prior written approval of the other Party. (b) In the event of such publication, press release or public announcement described in Section 5.3(a) for which the prior written consent of the other party (Party is required or the content of which consent shall not must be unreasonably withheld or delayed)reasonably satisfactory to the other Party, except as may be required by Law or by any applicable listing agreement with the NYSE or Party making the announcement will give the other national securities exchange as determined in the good faith judgment Party at least reasonable advance written notice of the party proposing to make such release (in which case such party shall not issue or cause text of the publication of such press release or other public announcement without prior consultation with so that the other party); providedParty will have an opportunity to comment upon the announcement. Notwithstanding the foregoing, however, where urgent, unusual and rare circumstances require immediate disclosure upon the advice of the Party’s legal counsel, a Party will, unless impossible or inadvisable because of legal reasons, provide at least one (1) Business Day’s advance written notice of such disclosure to the other Party. Notwithstanding anything contained in this Agreement to the contrary, each Party acknowledges that (a) MLP shall not be required by the other Party is permitted to file this Section 5.6 Agreement with the Securities and Exchange Commission and to consult disclose the terms of this Agreement in such Party’s reports or registration statements filed with any other party or furnished to the Securities and Exchange Commission, provided that such Party will use its Commercially Reasonable Efforts to obtain confidential treatment with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faithcommercially sensitive terms contained herein; provided, further, that each party such Party’s ongoing financial reporting of the transactions contemplated by this Agreement in its reports or registration statements filed with or furnished to the Securities and their respective controlled affiliates may make statements that are Exchange Commission will be consistent with statements made such Party’s past financial reporting practices as may be modified from time to time by the requirements of Applicable Law, regulation or accounting principles generally accepted in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6the United States.

Public Announcements. The initial press release with respect relating to the execution of this Agreement shall be a joint press release release, the text of which has been agreed to be reasonably agreed upon by each of the Parent Entities and MLPthe Company. Thereafter, neither MLP nor except with respect to any release of public statement (x) expressly permitted by and in accordance with Section 7.03, (y) relating to a termination pursuant to Section 9.01 or Section 9.03 or (z) in connection with any dispute between the parties, each of the Parent Entities and the Company shall issue or cause the publication of consult with each other before issuing any press release or other otherwise making any public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or any of the transactions contemplated hereby without Transactions, except to the prior consent extent public disclosure is required by applicable Law or the rules or regulations of the NYSE or any United States national securities exchange on which the Shares are then traded, in which case the issuing party shall use its reasonable best efforts to consult with the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by before issuing any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or making any such public statements. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, each party hereto may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in documents (including exhibits and all other public announcement without prior consultation information incorporated therein) required to be filed or furnished by the Company with the other party); providedSEC, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make so long as such statements that are consistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent the parties hereto (or MLP individually in compliance accordance with this Section 5.67.07). Notwithstanding the foregoing, the Parent Entities, the Merger Subs, the Guarantors and their respective Affiliates may, without such consultation or consent, make disclosures and communications (a) to existing or prospective general and limited partners, equity holders, members, managers and investors of such Person or any Affiliates of such Person, in each case who are subject to customary confidentiality restrictions, and (b) on such Person’s website in the ordinary course of business so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties hereto (or individually) in accordance with this Section 7.07.

Public Announcements. The initial press release with respect to announcing the execution of this Agreement and the transactions contemplated hereby shall be a joint press release agreed to be reasonably agreed upon by Parent and MLPthe Company. Thereafter, neither MLP nor Parent and the Company shall issue or cause the publication of consult with each other before issuing any press release release, having any communication with the press (whether or not for attribution), making any other public announcement (to the extent not previously issued statement or made in accordance scheduling any press conference or conference call with this Agreement) investors or analysts with respect to this Agreement or the transactions contemplated hereby and, except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation and, solely in the case of the Company, without the prior consent of the other party Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, however, that if disclosure is required by Applicable Law or any such listing agreement, Parent and the Company shall, to the extent reasonably possible, provide the other parties with prompt notice of such requirement prior to making any disclosure so that such other parties may seek an appropriate protective order and confidential treatment; provided, further, that the restrictions set forth in this Section 8.04 shall not apply to any release, announcement or disclosure made or proposed to be made following an Adverse Company Recommendation Change; provided, further, that, except as may be required by Applicable Law or by any applicable listing agreement with the NYSE or other rule of any national securities exchange as determined in or association (and subject to the good faith judgment foregoing provisos), neither party shall disclose, disseminate or file, including with the SEC or the New York Stock Exchange, the Company Disclosure Schedule or the Parent Disclosure Schedule without the consent of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect (not to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto be unreasonably withheld, conditioned or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6delayed).

Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the execution of this Agreement Transactions shall be a joint press release release, in a form mutually agreed to by the parties hereto, and shall be reasonably agreed upon by issued as promptly as practicable following the execution and delivery of this Agreement. Parent and MLP. Thereafterthe Company shall consult with each other before issuing any other press release, neither MLP nor Parent or scheduling a press conference or conference call with investors or analysts, and shall issue or cause the publication of use their respective reasonable efforts to consult with each other before making any press release or other public announcement (to the extent not previously issued or made statement, in accordance with this Agreement) each case with respect to this Agreement or the transactions contemplated hereby Transactions and shall not issue any such press release or make any such other public statement without the prior consent of the other party (party, which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be for any such release or announcement that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment rules of the party proposing to make such release (NASDAQ, in which case such the party shall not issue or cause required to make the publication of such press release or other public announcement without prior consultation shall provide notice to and, to the extent reasonably practicable, consult with the other party); providedparty about, however, that (a) MLP and shall not be required by this Section 5.6 use its reasonable efforts to consult with any allow the other party with respect reasonable time (taking into account the circumstances) to a public comment on, such release or announcement in connection with advance of such issuance, and the receipt and existence of an MLP Alternative Proposal party will consider any such reasonable comments that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP are timely provided in good faith; provided, furtherhowever, that each party may, without such consultation or consent, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and their respective controlled affiliates may make statements that disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by the Company or Parent with the SEC or equivalent foreign Governmental Authority, so long as such statements, announcements and disclosures substantially reiterate (and are consistent with statements made not inconsistent with) information contained in previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved in advance by the other party); and provided further that, notwithstanding the foregoing, neither Parent nor the Company shall be required to consult with the other parties hereto before issuing any press release or MLP making any other public statement with respect to any Change in compliance with Recommendation, Acquisition Proposal or Intervening Event; provided further that nothing in this Section 5.66.12 shall be deemed to modify or limit, and the ability to make any disclosures or statements pursuant to the immediately preceding proviso shall be subject to, the Company’s obligations under Section 6.02.

Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the Transactions shall be in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Agreement. Parent and MLP. Thereafterthe Company shall consult with each other before issuing any other press release, neither MLP nor Parent or scheduling a press conference or conference call with investors or analysts, and shall issue or cause the publication of use reasonable best efforts to consult with each other before making any press release or other public announcement (to the extent not previously issued or made statement, in accordance with this Agreement) each case, with respect to this Agreement or the transactions contemplated hereby Transactions, and shall not issue any such press release or make any such other public statement relating to this Agreement or the Transactions without the prior consent of the other party (party, which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be for any such release or announcement that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or by any applicable listing agreement with the NYSE or other rule of any national or foreign securities exchange as determined in or association upon which the good faith judgment securities of the party proposing to make such release (Company or Parent, as applicable, are listed, in which case such the party shall not issue or cause required to make the publication of such press release or other public announcement without prior consultation shall provide notice to and, to the extent reasonably practicable, consult with the other party); providedparty about, however, that (a) MLP and shall not be required by this Section 5.6 use its reasonable best efforts to consult with any allow the other party with respect reasonable time (taking into account the circumstances) to a public comment on, such release or announcement in connection with advance of such issuance, and the receipt and existence of an MLP Alternative Proposal party will consider any such reasonable comments that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP are timely provided in good faith; provided, furtherhowever, that each party may, without such consultation or consent, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and their respective controlled affiliates may make statements that disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by Parent with the SEC, so long as such statements, announcements and disclosures substantially reiterate (and are consistent with statements made in not inconsistent with) previous press releases, public disclosures or public statements made approved in advance by Parent the other party; provided, further, no party hereto shall have any obligation to consult with, or MLP in compliance obtain the prior written consent of, any other party with this Section 5.6respect to any press release, public statement or filing relating to any Takeover Proposal, Takeover Transaction or Adverse Recommendation Change.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent Post and MLPBellRing. Thereafter, neither MLP none of Post, SpinCo nor Parent BellRing, nor any of their controlled Affiliates, shall issue or cause the publication of any press release or other written communication to the public announcement (to the extent that the substance of such press release or other written communication has not previously been issued or made in accordance with this Agreement) with respect to the Merger, this Agreement or the transactions contemplated hereby Transactions without the prior consent of the other party parties (which consent may be oral or written and shall not be unreasonably withheld withheld, delayed, or delayedconditioned), except as may be required by Law or by any applicable listing agreement with the NYSE or other a national securities exchange as determined in the good faith judgment of the party proposing to make such release or as may be desirable in connection with the intended Tax treatment of the Transactions (in which case such party, to the extent such party is reasonably able to do so, shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided. Notwithstanding anything herein to the contrary, howevereach party acknowledges and agrees that any party or its Affiliates may, that without the consent or approval of any other party, disclose the existence and terms of this Agreement and the Transactions (a) MLP shall not be required in any report, statement, exhibit or other document that it files with the SEC or any other Governmental Authority, or in any other document in which any such reports, statements exhibits or other documents are incorporated by reference, (b) in any disclosure that is substantially consistent with prior disclosures permitted by this Section 5.6 8.8, including (i) in response to consult questions from the press, analysts, investors or those attending industry conferences, (ii) to any current or prospective customer, vendor, supplier or other Person with which such party or any other party with respect of its Affiliates does or may do business and (iii) in any internal announcements to a public announcement employees or (c) in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in any dispute between parties to this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent the Parties. No Party shall, and MLP. Thereaftereach will cause its Representatives not to, neither MLP nor Parent shall issue any public announcements or cause the publication of any press release or make other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to disclosures regarding this Agreement or the transactions contemplated hereby Transactions, without the prior consent written approval of the other party (which consent shall not be unreasonably withheld Party. Notwithstanding the foregoing, a Party, its Subsidiaries or delayed), except as their Representatives may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release a public announcement or other public announcement without prior consultation disclosures (a) required by applicable Law, (b) required by the rules of any stock exchange upon which such Party’s or its Subsidiary’s capital stock is traded or (c) consistent with the final form of the joint press release announcing the Merger and the investor presentation given to investors on the morning of announcement of the Merger; provided, in each case, such Party uses reasonable best efforts to afford the other party)Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments thereon; and provided, however, that no provision in this Agreement shall be deemed to restrict in any manner a Party’s ability to communicate with its employees (aprovided, that prior to making any written (or prepared broad-based) MLP communications to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the Transactions or compensation or benefits that are payable or to be provided following the Effective Time, the Company shall not provide Parent with a copy of the intended communication (or written summary of any prepared broad-based oral communication), the Company shall provide Parent a reasonable period of time to review and comment on the communication, and the Company shall consider any timely comments in good faith) and that neither Party shall be required by any provision of this Section 5.6 Agreement to consult with or obtain any approval from any other party Party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement press release issued in connection with the receipt and existence of a Company Competing Proposal or a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide Competing Proposal, as applicable, and matters related thereto or a Company Change of Recommendation or Parent Adverse Recommendation Change but nothing of Recommendation, as applicable, other than as set forth in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided6.3 or Section 6.4, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6as applicable.

Public Announcements. The initial Each of the Company, Parent and SMP will be entitled to issue a separate press release with respect to announcing the execution and delivery of this Agreement shall which, in the case of the Company’s initial press release, will be a joint subject to prior consultation with Parent, and, in the case of Parent’s or SMP’s press release, will be subject to prior consultation with the Company. Each of the Company, Parent, Merger Sub and SMP agrees that no public release or announcement concerning the Transactions (including any communication required to be reasonably agreed upon filed with the SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) will be issued by or on behalf of any of them or their Subsidiaries (x) in the case of any release by Parent and MLP. Thereafteror its controlled Affiliates, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); providedCompany, however(y) in the case of any release by the Company or its Subsidiaries, that without prior consultation with Parent and (az) MLP in the case of any release by SMP, Parent shall not be required by this Section 5.6 provide the Company with an opportunity to consult with any other party with respect SMP, in each case, to a public announcement in connection with the receipt extent reasonably practicable; provided that: (i) SMP, Parent, the Representatives of Parent, the Company and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation Representatives of the MLP Conflicts Committee) believes is bona fide and matters related thereto Company may make public releases or an MLP Adverse Recommendation Change but nothing announcements concerning the Transactions that are substantially consistent with previous press releases or announcements made by SMP, Parent and/or the Company in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate compliance with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with 6.07; (ii) the receipt Company and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation Representatives of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates Company may make public statements that 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 statements are consistent with statements made in previous press releases, public disclosures or public statements made by the Company or Parent or MLP in compliance with this Section 5.66.07 and do not reveal material, non-public information regarding the other Parties, the Merger, or the other Transactions; (iii) SMP, Parent, the Representatives of Parent and, subject to Section 6.08(c), the Company and the Representatives of the Company may, without prior consultation with each other, make internal announcements to their respective employees, and the Company and its Affiliates may make announcements to their respective customers or other business partners; provided that such announcements include disclosure that are otherwise consistent with the Parties’ permitted prior public disclosures regarding this Agreement and the Transactions; and (iv) the restrictions set forth in this Section 6.07 do not apply to any release or announcement (or any portion thereof) made or proposed to be made in connection with, or in response to, an Adverse Recommendation Change or an Alternative Proposal.

Public Announcements. The initial press release with respect to the execution of this Agreement and the Transactions shall be a joint press release in a form reasonably acceptable to be Parent and the Company. Thereafter, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change or the Parent Board has made a Parent Adverse Recommendation Change) will use their respective reasonable best efforts to consult with the other Party before (a) participating in any media interviews, (b) engaging in meetings or calls with analysts, institutional investors or other similar Persons or (c) providing any statements (including press releases) which are public or are reasonably agreed upon likely to become public, in any such case to the extent relating to the Transactions and excluding any routine employee communications (a “Public Statement”), in each case other than any Public Statements that are consistent in all material respects with the contents of prior Public Statements which have been previously approved by both Parent and the Company. In addition, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change or the Parent Board has made a Parent Adverse Recommendation Change) agree to cause their respective directors and executive officers to refrain from taking any position in any such Public Statement that is, without limiting the obligations set forth in Section 6.02, (x) contrary to the positions previously taken by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) Company with respect to this Agreement and the Transactions, including the Merger, or (y) reasonably likely to have a significant, adverse impact on the ability of the Parties to consummate the Transactions. None of the limitations set forth in this Section 7.04 shall apply to any disclosure of any information concerning this Agreement or the transactions contemplated hereby without the prior consent of the other party Transactions (which consent shall not be unreasonably withheld or delayed), except as may be i) required by applicable Law or by any applicable listing agreement with the NYSE Order; or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (aii) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with any dispute among the receipt and existence of an MLP Alternative Proposal that Parties regarding this Agreement or the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Transactions.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent the Company shall issue or cause the publication of consult with each other before issuing any press release or other otherwise making any public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement and shall not issue any such press release or the transactions contemplated hereby make any such public statement without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law Law, court process or by any applicable listing agreement with or rules of the NYSE or other national stock exchange on which securities exchange as determined of Parent or the Company is listed; provided that Parent and Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in the good faith judgment response to public statements of any person (other than research analysts and proxy advisory firms) recommending or encouraging stockholders of the Company not to tender their shares of Common Stock into the Offer, after consulting with the Company with respect to such public statements to the extent permitted by Law, court process or any listing agreement with or rules of the NYSE or other stock exchange on which securities of Parent or the Company is listed. With respect to any communications to be delivered orally, including by conference call or webcast, this Section 6.7 shall be deemed satisfied if, to the extent practicable, the disclosing party proposing to make such release (in which case such party shall not issue or cause the publication gives advance notice of such press release disclosure to the other party, including copies of any talking points, scripts or other public announcement without prior consultation similar documents, and consults with the other party); provided, however, that (a) MLP shall not be required party and considers in good faith any comments by this Section 5.6 to consult with any such other party with respect thereto; provided, that the prior agreement of the other party shall be required with respect to a such disclosures to the extent that the non-disclosing party reasonably determines that any disclosure would be materially adverse to the non-disclosing party. Notwithstanding the foregoing, the restrictions set forth in this Section 6.7 shall not apply to any public announcement statement made or proposed to be made by the Company or Parent in connection with the receipt and existence or following a Change of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Recommendation.

Public Announcements. The initial press release with respect to During the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. ThereafterPre-Closing Period, neither MLP the Company on the one hand nor Parent on the other hand shall issue or cause the publication of any press release or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to statement regarding this Agreement or the Merger, or regarding any of the other transactions contemplated hereby by this Agreement, without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), except party. Except as may be required by Law Applicable Law, treaty, rule or by regulation of any applicable listing agreement Governmental Body or judicial process, from and after the Closing, the Company Stockholders and the Stockholder’ Representative agree to, and shall cause their Affiliates and Representatives to: (a) treat and hold as confidential (and not disclose or provide access to any Person) all confidential, nonpublic information of Parent, Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, including without limitation confidential non-public information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of Contracts, operations methods, product development techniques and all other confidential or proprietary information with respect to Merger Sub I, Merger Sub II, Interim Surviving Corporation, the NYSE Surviving Company or any of their Affiliates, (b) in the event that a Company Stockholder, the Stockholders’ Representative or any of their respective Affiliates or Representatives becomes legally compelled to disclose any such information, provide Parent with prompt written notice of such requirement so that Parent may seek a protective order or other national securities exchange as determined remedy or waive compliance with this Section 5.4, and (c) in the good faith judgment of the party proposing to make event that such release (in which case such party shall protective order or other remedy is not issue obtained, or cause the publication Parent waives compliance with this Section 5.4, furnish only that portion of such press release confidential information that is legally required to be provided and exercise its commercially reasonable efforts to, to the extent allowable by applicable Legal Requirements, treaty, rule or other public announcement without prior consultation with the other party)regulation of any Governmental Body, obtain assurances that confidential treatment will be accorded such information; provided, however, that (a) MLP this sentence shall not be required by apply to any information that (w) enters the public domain other than as a result of a breach of this Section 5.6 to consult with any other 5.4, (x) becomes known from or through a third party with respect to a public announcement in connection with the receipt and existence of not under an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(dnon-disclosure or (y) was independently developed by a Company Stockholder or its Affiliates or Representatives without using any such information belonging to negotiate with Parent in good faith Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates; and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party however that, with respect to Intellectual Property of Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, specific information shall not be deemed to be within the foregoing exception merely because it is embraced in general disclosures in the public domain. In addition, with respect to Intellectual Property of Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, any combination of features shall not be deemed to be within the foregoing exception merely because the individual features are in the public domain unless the combination itself and their respective controlled affiliates may make statements that its principle of operation are consistent with statements made in previous press releases, the public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6domain.

Public Announcements. The initial press release with respect to the execution None of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. ThereafterSeller or its Affiliates, neither MLP nor Parent Purchaser or its Affiliates or any representative of any such party shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to of this Agreement or the transactions contemplated hereby Transactions without the prior written consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except (a) as may be required by Law Legal Requirement or by any applicable listing agreement stock exchange rules or as Seller or Purchaser deems necessary or advisable to comply with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (their respective SEC filing requirements, in which case the party seeking to publish such press release or public announcement shall use reasonable efforts to provide the other party shall a reasonable opportunity to comment on such press release or public announcement in advance of such publication; provided that the foregoing will not issue restrict or cause prohibit Purchaser, Seller or any of the publication Acquired Companies from making any announcement in compliance with the terms and conditions of this Agreement to its respective employees, customers, suppliers, vendors and other business relations (in each case, in their capacity as such) to the extent Seller or any Acquired Company reasonably determines in good faith that such announcement is necessary or advisable (but only to the extent the context of which is consistent with that of any prior announcement made in compliance with this Section 13.18), or (b) to the extent the contents of such press release or other public announcement or filing have previously been released publicly by a party or are consistent in all material respects with materials or disclosures that have previously been released publicly, in each case, without prior consultation with the other party); provided, however, that (a) MLP shall not be required by violation of this Section 5.6 13.18. The parties hereto agree that the initial press release to consult with any other party be issued with respect to a public announcement the execution of this Agreement shall be in connection with the receipt form agreed to by Seller and existence of an MLP Alternative Proposal that Purchaser. Notwithstanding the MLP Managing GP Board (upon foregoing, this Section 13.18 shall not apply to the recommendation disclosure of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing express terms of this Agreement in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be public filing required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto Legal Requirement, stock exchange rules or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6SEC filing requirements.

Public Announcements. The initial press release with respect to (a) Neither Party shall make any public announcement or disclosure concerning the execution terms of this Agreement shall be a joint press release to be reasonably agreed upon by Parent (including its attachments) or concerning the transactions described herein and MLP. Thereafter, neither MLP nor Parent shall issue therein or cause the publication performance of any press release either Party's rights or other public announcement (to the extent not previously issued or made in accordance with obligations under this Agreement) with respect to this Agreement , either directly or the transactions contemplated hereby indirectly, without first obtaining the prior consent written approval of the other party (Party and its agreement upon the nature, text, and timing of such announcement or disclosure, which consent approval and agreement shall not be unreasonably withheld withheld, conditioned or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be any disclosure which is required by this Section 5.6 law as advised by the disclosing Party's counsel may be made without the prior approval of the other Party. Notwithstanding the foregoing, MMT may, without prior approval of ACS, make presentations to consult with shareholders and potential investors regarding the Pre-Clinical Development Program or Phase I Trial necessary for such shareholders and potential investors to evaluate securities purchases in MMT, provided such presentations do not contain ACS Confidential Information. (b) The Party desiring to make any other party with respect to a public announcement shall provide the other Party with a written copy of the proposed announcement at least five (5) days prior to public release to allow such other Party to comment upon such announcement prior to public release. The Party receiving the proposed announcement shall have five (5) days to provide comments to the Party desiring to make said public announcement. If the Party receiving the proposed announcement fails to provide comments to the Party desiring to make the announcement within five (5) days, the receiving Party is deemed to forego its ability to provide comments and the Party desiring to make the announcement shall be allowed to publicly release said announcement. (c) In addition, MMT may file a copy of this Agreement with the U.S. Securities and Exchange Commission in connection with the receipt and existence any public offering of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto MMT's securities or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult regular reporting obligations as a public company. In connection with any other party such filing, MMT will attempt to obtain confidential treatment of economic and trade secret information for which such treatment is reasonably available in accordance with respect to a public announcement in connection with the receipt applicable laws and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6regulations.

Public Announcements. The initial press release with respect (a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (“Parent Signing Form 8-K”), the form and substance of which shall be approved in writing in advance by the Company (which approval shall not be unreasonably withheld, conditioned or delayed). (b) Promptly after the execution of this Agreement, Parent and the Company shall also issue a joint press release to be reasonably agreed upon by Parent and MLPannouncing the execution of this Agreement (the “Signing Press Release”). Thereafter, neither MLP nor prior to the Closing (or the earlier termination of this Agreement in accordance with Article VII), Parent and the Company shall issue or cause the publication of use commercially reasonable efforts to consult with each other before issuing any press release or other public announcement statement (to the extent not previously issued or made in accordance with this Agreementincluding through social media platforms) with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed)hereby, and, except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party Legal Requirement, shall not issue or cause the publication of any such press release or other public announcement statement without the prior consultation with written consent of the other party); providedParty (such consent not to be unreasonably withheld, howeverconditioned or delayed) and otherwise complying with Section 5.5. (c) At least five (5) days prior to Closing, Parent shall prepare a draft Current Report on Form 8-K announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that (a) MLP shall not may be required by this Section 5.6 to consult with any other party be disclosed with respect to a public announcement the Merger in connection any report or form to be filed with the receipt SEC (“Closing Form 8-K”), which shall be in a form reasonably acceptable to the Company. Prior to Closing, Parent and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon Company shall prepare a press release announcing the recommendation consummation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing Merger hereunder (“Closing Press Release”), which shall be in this clause (a) shall limit any obligation of MLP under Section 5.3(d) a form reasonably acceptable to negotiate the Company. Concurrently with Parent in good faith and (b) the Closing, Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection distribute the Closing Press Release. Concurrently with the receipt and existence of a Closing, or as soon as practicable thereafter (but in any event within four (4) Business Days thereafter), Parent Alternative Proposal that shall file the Parent Managing GP Board (upon Closing Form 8-K with the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Commission.

Public Announcements. The initial press release issued by Parent and the Company with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLPthe Company. Thereafter, neither MLP nor so long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue or cause the publication of any press release release, make any public statement or other public announcement have any communication with the press (to the extent whether or not previously issued or made in accordance with this Agreementfor attribution) with respect to the Merger or this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be required by applicable Law or by the rules or regulations of any applicable listing agreement with the NYSE or other national United States securities exchange as determined in or regulatory or governmental body to which the good faith judgment of the relevant party proposing to make such release (is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such party release or announcement in advance of such issuance and shall give due consideration to all reasonable comments suggested thereto. Notwithstanding the foregoing, the restrictions set forth in this Section 5.7 shall not issue apply to any public release or cause public announcement (x) made or proposed to be made by the publication Company in connection with an Acquisition Proposal, a Superior Proposal, a Change of such Board Recommendation or an Intervening Event or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the Transactions. The press release or other public announcement without prior consultation with announcing the other party); provided, however, that (a) MLP execution and delivery of this Agreement shall not be required by this Section 5.6 issued prior to consult with any other party with respect to a public announcement in connection the approval of each of the Company and Parent. The Company shall file one or more current reports on Form 8-K with the receipt SEC attaching the announcement press release and existence a copy of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement as exhibits.

Public Announcements. The initial press release with respect Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, to the execution of this Agreement shall be extent reasonably practicable, consult with each other before issuing, and give each other a joint press release reasonable opportunity to be reasonably agreed upon by Parent review and MLP. Thereaftercomment upon, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or Agreement, the Merger and the other transactions contemplated hereby without the prior consent of the other party (which consent and shall not be unreasonably withheld issue any such press release or delayed)make any public announcement prior to such consultation and review, except as may be required by Law applicable Law, court process or by obligations pursuant to any applicable listing agreement with the NYSE or other any national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)national securities quotation system; provided, however, provided that (a) MLP shall not be required each of the Company and Parent may make public announcements, statements or other disclosures concerning this Agreement or the Merger that consist solely of information previously disclosed in previous public announcements, statements or other disclosures made by the Company or Parent in compliance with this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and 5.15, (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation each of the Company and Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make any public statements that are consistent with in response to questions by the press, analysts, investors or those participating in investor calls or industry conferences, so long as such statements made consist solely of information previously disclosed in previous press releases, public disclosures or public statements made by the Company or Parent or MLP in compliance with this Section 5.65.15, (c) the Company need not consult with Parent in connection with any public announcement, statement or other disclosure to be issued or made with respect to any Company Acquisition Proposal or Company Adverse Recommendation Change, in each case, in compliance with Section 5.2(a); and (d) Parent need not consult with the Company in connection with any public announcement, statement or other disclosure to be issued or made with respect to any Parent Acquisition Proposal or Parent Adverse Recommendation Change, in each case, in compliance with Section 5.2(b). The initial press release of the parties announcing the execution of this Agreement shall be a joint press release of Parent and the Company in a form that is mutually agreed.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Company, Parent and MLP. Thereafter, neither MLP nor Parent Merger Sub shall issue or cause the publication of consult with each other before issuing any press release or other Financing Disclosure or making any public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to this Agreement or the transactions contemplated hereby Transactions and shall not issue any such press release or Financing Disclosure or make any such public statement without the prior consent of the other party (which other, such consent shall not to be unreasonably withheld withheld, conditioned or delayed). Notwithstanding the foregoing, except (a) any such press release, Financing Disclosure or public statement as may be required by Applicable Law or by any applicable listing agreement with the NYSE or other any national securities exchange as determined in the good faith judgment of may be issued prior to such consultation if the party proposing making the release or statement has used its reasonable best efforts to make such release consult with the other party, (in which case such party b) the first sentence of this Section 6.6 shall not issue apply with respect to a Company Recommendation Change (or cause any responses thereto), a Parent Recommendation Change (or any responses thereto) or a communication made pursuant Section 5.2(f) or Section 5.3(f) (or any responses thereto), (c) the publication first sentence of this Section 6.6 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement, (d) the first sentence of this Section 6.6 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 6.6, to the extent replicated in whole or in part in any subsequent press release or other public announcement without prior consultation with announcement, and (e) the other party); provided, however, that (a) MLP first sentence of this Section 6.6 shall not be required by this Section 5.6 apply to consult any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as such statements are not inconsistent with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent or MLP the parties and otherwise in compliance with this Section 5.66.6 and do not reveal material nonpublic information regarding this Agreement or the Transactions. As used above, “Financing Disclosure” means any reference to, or information in connection with, the Merger and the Transactions that is included in any documents to be filed with any person (including the SEC), issued, published and/or distributed by the Company, Parent or Merger Sub in connection with any financing transaction to be entered into by any of those parties.

Public Announcements. The initial press release (a) Each of comScore and Rentrak shall consult with respect the other party hereto, and give the other party hereto the opportunity to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent review and MLP. Thereaftercomment on, neither MLP nor Parent shall issue or cause the publication of before issuing any press release or other making any public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to this Agreement, the Merger, any other transactions contemplated by this Agreement or any other material press release and shall not issue any such press release or make any such public announcement or statement without the transactions contemplated hereby prior written consent of the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that (i) a party may, without the prior consent of the other party (which consent shall not be unreasonably withheld hereto, issue any such press release or delayed), except make any such public announcement or statement as may be required by Law Legal Requirement or by any applicable listing agreement the rules and regulations of the Nasdaq Stock Market if it first notifies and consults with the NYSE other party hereto prior to issuing any such press release or other national securities exchange as determined making any such public announcement or statement; and (ii) no such prior notice or consultation shall be required in connection with any press release or making any public announcement or statement with respect to any Acquisition Proposal, a Rentrak Board of Directors Recommendation Change or a comScore Board of Directors Recommendation Change effected pursuant to Section 7.4(f) (it being understood and agreed that the good faith judgment terms of the party proposing this Section 7.6 shall require notice and consultation with respect to make such release (in which case such party shall not issue or cause the publication of such any press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with of any other actions taken by a party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP hereto under Section 5.3(d) to negotiate with Parent in good faith and 7.4(f)). (b) Parent The initial press release concerning the entry into this Agreement shall not be required a joint release prepared by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt both Rentrak and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6comScore.

Public Announcements. The initial press release (a) Caremark and CVS shall consult with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of each other before issuing any press release or release, making any other public announcement (to the extent not previously issued statement or made in accordance scheduling any press conference or conference call with this Agreement) investors or analysts with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed)by this Agreement and, except as may be required by Law applicable law, order of a court of competent jurisdiction or by any applicable listing agreement with the NYSE or other rule of any regulatory body, national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party or association, shall not issue or cause the publication of any such press release, make any such other public statement or schedule any such press conference or conference call before that consultation. The initial press release of the parties shall be a joint press release of CVS and Caremark in the form that is mutually agreed. (b) Before any Merger Communication of Caremark, CVS or any of their respective “participants” (as defined in Rule 165 of the Securities Act or Item 4 of Schedule 14A of the Exchange Act) is (i) disseminated to any investor, analyst, member of the media, employee, client, customer or other public announcement without prior consultation with third-party or otherwise made accessible on the other partywebsite of Caremark, CVS or any such participant, as applicable (whether in written, video or oral form via webcast, hyperlink or otherwise); provided, howeveror (ii) utilized by any executive officer, that (a) MLP shall not be required by this Section 5.6 to consult key employee or advisor of Caremark, CVS or any such participant, as applicable, as a script in discussions or meetings with any other party such third parties, Caremark or CVS, as the case may be, shall (or shall cause any such participant to) cooperate in good faith with respect to a public announcement in connection with the receipt any such Merger Communication for purposes of, among other things, determining whether that communication (x) is required to be filed under Rules 165 and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation 425 of the MLP Conflicts CommitteeExchange Act or (y) believes constitutes “soliciting material” that is bona fide required to be filed by Rule 14a-6(b) or Rule 14a-12(b) of the Exchange Act, as applicable. Caremark, MergerSub or CVS, as applicable, shall (or shall cause any such participant to) give reasonable and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith consideration to any comments made by the other such party or parties and (b) Parent their counsel on any such Merger Communication. For purposes of the foregoing, the term “Merger Communication” shall not be required by this Section 5.6 to consult with any other party mean, with respect to a public announcement any Person, any document or other written communication prepared by or on behalf of that Person, or any document or other material or information posted or made accessible on the website of that Person (whether in connection with the receipt and existence of a Parent Alternative Proposal written, video or oral form via webcast, hyperlink or otherwise), that the Parent Managing GP Board (upon the recommendation is related to any of the Parent Conflicts Committeetransactions contemplated by this Agreement and, if reviewed by a relevant stockholder, could reasonably be deemed to constitute either (x) believes is bona fide and matters related thereto an offer to sell such stock or a Parent Adverse Recommendation Change but nothing solicitation of an offer to buy CVS Stock or (y) a “solicitation” of “proxies” (in this clause (beach case, as defined in Rule 14a-1 of the Exchange Act) shall limit any obligation in favor of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6the Merger.

Public Announcements. The initial press release Each Stockholder shall, and shall cause its controlled Affiliates to, consult with respect the Special Committee prior to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of issuing any press release or other otherwise making public announcement (to the extent not previously announcements, disclosures or communications issued by such Stockholder or made in accordance with this Agreement) its controlled Affiliates with respect to this Agreement Agreement, the Merger Agreement, the Parent Share Issuance or the transactions contemplated hereby without the prior consent any of the other party (which consent transactions contemplated by the Merger Agreement, and shall not be unreasonably withheld issue any such press release or delayed)make any such press release, public announcement, disclosure or communication prior to such consultation, except as may be required by applicable Law or by obligations pursuant to any applicable listing agreement with the NYSE or other rules of any national securities exchange as determined in or interdealer quotation service or by the good faith judgment request of the party proposing to make such release (any Governmental Entity, in which case the Person making the disclosure shall give the Special Committee reasonable opportunity to review and comment upon such party shall not issue disclosure or cause communication to the publication of such press release or other public announcement without prior consultation with the other party)extent reasonably practicable and legally permitted; providedprovided that, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to any Stockholder that is a public announcement in connection with partnership, the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent foregoing shall not restrict any communications between such Stockholder and its or its Affiliates’ direct or indirect limited partners; provided that such communications do not contain any material non-public information and do not include any statements that could reasonably be required by this Section 5.6 construed as critical or adverse to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that Mergers, the Parent Managing GP Share Issuance or the other transactions contemplated by the Merger Agreement or this Agreement or that would constitute a Change of Parent Recommendation if made by the Parent Board (upon the recommendation or any committee of the Parent Conflicts Committee) believes is bona fide Board. Notwithstanding the foregoing, each Stockholder hereby agrees to permit Parent and matters related thereto the Company to publish and disclose in the Joint Proxy Statement (including all documents filed with the SEC in accordance therewith), such Stockholder’s identity and beneficial ownership of the Subject Shares or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation other equity interests of Parent and the nature of such Stockholder’s commitments, arrangements and understandings under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement.

Public Announcements. The initial press Each of the Company, Parent and Merger Sub agrees that no public release with respect to or announcement concerning the execution of this Agreement shall be a joint press release Transactions (including any communication required to be reasonably agreed upon filed with the SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) will be issued by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication on behalf of any press release of them or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby their Subsidiaries without the prior written consent of the other party Company (as to any release by Parent or its Affiliates), and Parent (as to any release by the Company or its Subsidiaries), which consent shall of such Parties will not be unreasonably withheld or delayed), except as such release or announcement may be required by applicable Law or by the rules or regulations of any applicable listing agreement with the NYSE or other national securities exchange as determined in or Governmental Entity to which the good faith judgment of the relevant party proposing to make such release (is subject, in which case the party required to make the release or announcement will use its reasonable best efforts to allow each other party reasonable time to comment on such party shall not issue release or cause the publication announcement in advance of such issuance. The Company, Parent and Merger Sub agree that the initial press release or other public announcement without prior consultation with announcing the other party); provided, however, that (a) MLP shall execution and delivery of this Agreement will be a joint press release of Parent and the Company and will not be required by issued prior to the approval of each of approval of Parent the Company. In addition, each of the Company, Parent and Sumitomo, will be entitled to issue a separate press releases announcing the execution and delivery of this Agreement which, in the case of the Company’s initial press release, will be subject to prior approval of Parent and, in the case of Parent’s and Sumitomo’s press releases, will be subject to the prior approval of the Company (in all cases, such approval not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing provisions of this Section 5.6 to consult with any other party with respect to a public announcement in connection with 6.07, (i) Sumitomo, Parent, the receipt Representatives of Parent, the Company and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation Representatives of the MLP Conflicts Committee) believes is bona fide and matters related thereto Company may make public releases or an MLP Adverse Recommendation Change but nothing announcements concerning the Transactions that are substantially consistent with previous press releases or announcements made by Parent, Sumitomo and/or the Company in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate compliance with Parent in good faith and (b) Parent shall not be required by this Section 5.6 6.07, provided that any investor conferences or presentations scheduled by the Company will be subject to consult with any other party with respect Parent’s prior review and consent, such consent not to a public announcement in connection with be unreasonably withheld, conditioned or delayed, (ii) Sumitomo, Parent, the receipt Representatives of Parent or Sumitomo, the Company and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation Representatives of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates Company may make public statements that 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 statements are materially consistent with statements made in previous press releases, public disclosures or public statements made by the Company, Parent or MLP Sumitomo in compliance with this Section 5.66.07 and do not reveal material, non-public information regarding the other parties, the Merger, or the other Transactions, and (iii) the restrictions set forth in this Section 6.07 do not apply to any release or announcement (or any portion thereof) made or proposed to be made in connection with, or in response to, an Adverse Recommendation Change or an Alternative Proposal.

Public Announcements. (a) The initial press release with respect to regarding the execution of this Agreement Merger shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafterthe Company and thereafter Parent, neither MLP nor Parent shall issue or cause Merger Sub and the publication of Company will consult with each other before issuing any press release or other otherwise making any public statements about this Agreement or any of the transactions contemplated by this Agreement, except with respect to any press release or public announcement (by the Company with respect to any withdrawal, modification or amendment of the Company Board recommendation as permitted by Section 5.5(d). Neither Parent, Merger Sub nor the Company will issue any such press release or make any such public statement prior to such consultation, except to the extent not previously issued or made that the disclosing party determines in accordance with this Agreement) with respect good faith it is required to this Agreement do so by applicable Laws, court processes or the transactions contemplated hereby without the prior consent requirements of the other party (which consent shall not be unreasonably withheld NYSE or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (NYSE, in which case such that party shall not issue or cause the publication of such press release or other public announcement without prior consultation will use commercially reasonable efforts to consult with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with party before issuing any other party with respect to a such release or making any such public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and statement. (b) Parent and the Company shall not be required use commercially reasonable efforts to establish a mutually acceptable process intended to ensure that before any Merger Communication (as hereinafter defined) of Parent, the Company or any of their respective “participants” (as defined in Item 4 of Schedule 14A of the Exchange Act) is (i) disseminated to any investor, analyst, member of the media, employee, client, customer or other third party or otherwise made accessible on the website of Parent, the Company or any such participant, as applicable (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) utilized by this Section 5.6 to consult any directors, officer, senior manager, employee or advisor of Parent, the Company or any such participant, as applicable, as a script in discussions or meetings with any such third parties, the other party and its counsel have a reasonable opportunity to review any such Merger Communication for purposes of, among other things, determining whether that communication constitutes “soliciting material” that is required to be filed by Rule 14a-6(b) or Rule 14a-12(b) of the Exchange Act, as applicable. As part of any such process, Parent and Merger Sub or the Company, as applicable, shall (or shall use commercially reasonable efforts to cause any such participant to) give reasonable and good faith consideration to any comments made by the other such party or parties and their counsel on any such Merger Communication. For purposes of the foregoing, the term “Merger Communication” shall mean, with respect to a public announcement any Person, any document or other written communication prepared by or on behalf of that Person, or any document or other material or information posted or made accessible on the website of that Person (whether in connection with the receipt and existence of a Parent Alternative Proposal written, video or oral form via webcast, hyperlink or otherwise), that the Parent Managing GP Board (upon the recommendation is related to any of the Parent Conflicts Committeetransactions contemplated by this Agreement and, if reviewed by a holder of the Common Stock, would reasonably be deemed to constitute a “solicitation” of “proxies” (in each case, as defined in Rule 14a-1 of the Exchange Act) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation favor of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6the Merger.

Public Announcements. The initial press release with respect Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, to the execution of this Agreement shall be extent reasonably practicable, consult with each other before issuing, and give each other a joint press release reasonable opportunity to be reasonably agreed upon by Parent review and MLP. Thereaftercomment upon, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or Agreement, the Merger and the other transactions contemplated hereby hereby; provided, that neither Parent nor the Company shall issue any such press release or make any public announcement without the prior consent of the other party (other, which consent shall not be unreasonably withheld or delayed)withheld, except (i) as may be required by Law applicable Law, court process or by obligations pursuant to any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release NYSE, (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (aii) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement any communication regarding an Acquisition Proposal in accordance with Section 5.4(f) or an Adverse Recommendation Change in accordance with Section 5.4 or (iii) for any statements, including, without limitation, statements by Parent in any prospectus, “road show” materials, press release, or other written materials in connection with any issuance of Parent Common Stock or notes or other capital raising initiatives in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; providedMerger, further, that each party and their respective controlled affiliates may make statements that are consistent in tone and substance with statements made in previous press releases, public disclosures or public statements made by Parent or MLP the Company (or jointly made by Parent and the Company, if applicable) in compliance with this Section 5.65.15; provided further, that Parent shall not be required to consult with or provide an opportunity to review and comment to the Company so long as such statements are consistent in tone and substance with previous written press releases, written public disclosures or other written statements made by it in compliance with this Section 5.15. If either Parent or Company determines, after consultation with outside counsel, that a statement or disclosure is required by applicable Law, such parties statement or disclosure shall not require consent from the other party, but the other party, to the extent practicable, shall be given a reasonable opportunity to review and comment upon such statement or disclosure, and the party making such statement or disclosure shall consider in good faith any such comments received. Notwithstanding the foregoing, Parent and the Company agree that the initial press releases with respect to the transactions contemplated by this Agreement shall be separate press releases issued by each Parent and the Company in substantially the form attached hereto as Exhibit D-1 and Exhibit D-2.

Public Announcements. The initial press release with respect relating to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by and thereafter, each of Parent and MLP. ThereafterMerger Sub, neither MLP nor Parent on the one hand, and the Company, on the other hand, shall issue or cause the publication of consult with each other before issuing, and give each other a reasonable opportunity to review and comment upon, any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or Agreement, the Merger and the other transactions contemplated hereby and shall not issue any such press release or make any public announcement without the prior consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), ) except as may be and solely to the extent required by Law applicable Law, court process or by obligations pursuant to any applicable listing agreement with the NYSE or other any national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)securities quotation system; provided, howeverthat the Company may include disclosures relating to this Agreement, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement the Offer, the Merger and the transactions contemplated herein in connection its periodic filings with the receipt and existence of an MLP Alternative Proposal that SEC without seeking consent from, or consulting with, Parent so long as such disclosures are substantially similar to the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made information contained in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or MLP individually, if previously consented to by Parent); provided, further, that each of Parent and the Company may make any public statement in compliance response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are substantially similar to the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually, if previously consented to by the other party); provided, finally, that the Company shall not be required to provide Parent, and Parent shall not be required to provide the Company, any such opportunity to review or comment on any press release to be issued, or filing to be made with the SEC, with respect to the receipt and existence of an Acquisition Proposal and matters related thereto or an Adverse Recommendation Change (it being understood and agreed that this proviso does not in any way affect the obligations of the Company under Section 5.66.4, including with respect to providing copies of correspondence and other materials to Parent).

Public Announcements. The initial press release Except with respect to (a) a Company Adverse Recommendation Change, a Company Recommendation Change Notice, a Company Takeover Proposal, a Superior Company Proposal or any matter related to any of the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafterforegoing, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or in each case, that is made in accordance compliance with this AgreementSection 5.03, (b) with respect to any dispute between or among the Parties regarding this Agreement or the transactions contemplated hereby without the prior consent of the other party hereby, (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (ac) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement statement that is consistent in connection all material respects with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP a Party in compliance accordance with this Agreement, including in investor conference calls, Company Reports, Q&As or other publicly disclosed documents, in each case under this clause (c), to the extent such disclosure is still factually accurate (and not materially misleading) or (d) Parent, Sponsors or their respective Affiliates, any communications that are disclosures or communications to existing or prospective general or limited partners, equityholders, members, managers, investors, underwriters, initial purchasers, solicitation agents, existing and potential lenders (and related agents) of Parent, Sponsors or any of their respective Affiliates, the Debt Financing Parties or otherwise in connection with efforts or activities by Parent, Sponsors or the Debt Financing Parties to obtain the Financing, in each case, who are subject to customary confidentiality restrictions, Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release or other written public statement with respect to this Agreement or the transactions contemplated hereby, including the Merger, and shall not issue any such press release or make any such written public statement prior to such consultation, except as such Party reasonably concludes (based upon advice of its outside legal counsel) may be required by applicable Law, court process or by obligations pursuant to the rules of any national securities exchange or national securities quotation system. The Company and Parent agree that the initial press release to be issued with respect to this Agreement or the Merger shall be in a form agreed to by the Parties. Nothing in this Section 5.66.07 shall limit the ability of any Party to make internal announcements to its respective employees that are consistent in all material respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Public Announcements. The initial press release with respect No party to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent any Affiliate or Representative of such party shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to of this Agreement or the transactions contemplated hereby by this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except (a) as may be required by Law or by any applicable listing agreement with the NYSE or other national relevant securities exchange as determined in the good faith judgment of the party proposing to make such release (rules, in which case such the party shall not issue or cause the publication of required to publish such press release or other public announcement shall use reasonable efforts to provide the other party a reasonable opportunity to comment on such press release or public announcement in advance of such publication or (b) to the extent the contents of such release or announcement have previously been released publicly by a party hereto or are consistent in all material respects with materials or disclosures that have previously been released publicly without prior consultation violation of this Section 5.6. Notwithstanding anything herein to the contrary, each of Purchaser, Parent and their respective Affiliates may, at any time without the consent of any other party hereto, (a) respond to questions or provide a summary or update relating to, or discuss the benefits of, the transactions contemplated by this Agreement in calls or meetings with Parent or its Affiliates’ analysts, investors or attendees of any industry conference, (b) make any public announcement or statement and issue any press release that provides a summary or update relating to the transactions contemplated by this Agreement; provided that in the case of (a) and (b), such responses, summaries, announcements, statement and communications substantially reiterate (and are not inconsistent with) previous responses, summaries, announcements, statements and communications approved in advance by the other party); provided, however, that and (ac) MLP shall not be engage in communications required by this Law or stock exchange rules, or engage in confidential conversations with the stock exchange on which it is listed and (d) subject to Section 5.6 to consult 5.2, engage in communications and negotiations with any other party prospective debt and/or equity financing sources in respect of the Financings, in each case with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal transactions contemplated by this Agreement. The parties hereto agree that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) initial press release to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party issued with respect to a public announcement the execution of this Agreement shall be in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) form heretofore agreed to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6and Purchaser.

Public Announcements. The initial press release with respect (a) Subject to this Section 5.4(a), Section 5.7 and Section 5.8, none of the execution Parties or any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent their respective Representatives or Affiliates shall issue or cause the publication of any press release releases or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of of, prior to the other party (which consent shall not be unreasonably withheld or delayed)Closing, except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in Company and SPAC or, after the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)Closing, SPAC; provided, however, that each Party may make any such announcement or other communication (ai) MLP shall not be if such announcement or other communication is required by this Section 5.6 applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with the Company, if the disclosing party is any SPAC Party, or with SPAC, if the disclosing party is the Company, prior to making such announcement or other communication, to review such announcement or communication and to give such non-disclosing party the opportunity to comment thereon, in which case the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with respect regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with SPAC prior to making such announcement or other communication and to consider any comments of SPAC thereon in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public announcement statement, press release or other communication previously approved in accordance with this Section 5.4, and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the receipt and existence of an MLP Alternative Proposal transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the MLP Managing GP Board (upon SPAC Parties, the recommendation Sponsor and their respective Representatives may provide general information about the subject matter of this Agreement, the MLP Conflicts Committee) believes is bona fide Ancillary Documents and matters the transactions contemplated hereby and thereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related thereto marketing or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and informational or reporting activities. (b) Parent The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company and SPAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and SPAC shall consider such comments in good faith. The Company, on the one hand, and SPAC, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or SPAC, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release, a description of the Closing and the required pro forma financial statements and the historical financial statements prepared by the Company and its accountants, in each case, as required by this Section 5.6 Securities Laws, which the Company shall have the opportunity to consult with any other party with respect review and comment upon prior to a public announcement filing and SPAC shall consider such comments in good faith. In connection with the receipt and existence preparation of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation each of the Parent Conflicts CommitteeSigning Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing. (c) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (bIn the event that Section 5.4(a) conflicts with Section 5.4(b), then Section 5.4(b) shall limit any obligation govern and control solely to the extent of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6such conflict.

Public Announcements. The Company and Parent agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be joint and in a joint press release form agreed to be reasonably agreed upon by Parent the parties and MLP. Thereafter, neither MLP nor Parent the parties shall issue or cause the publication of consult with each other before issuing any subsequent press release or making any other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement and the Transactions and shall not issue any such press release or the transactions contemplated hereby make any such public announcement without the prior consent of the other party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned); provided that (a) a party may, except as may be required by Law or by any applicable listing agreement with without the NYSE or prior consent of the other national securities exchange as determined party (but after prior consultation, to the extent practicable in the good faith judgment of the party proposing to make such release (in which case such party shall not circumstances) issue or cause the publication of such press release or other make such public announcement without prior consultation with to the other party); provided, however, that (a) MLP shall not be extent required by this Section 5.6 to consult with applicable Law or the applicable rules of any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto stock exchange or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit by any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and regulatory authority, (b) each of the Company and Parent shall not be required may make press releases or public communications concerning this Agreement and the Transactions that consist solely of information previously disclosed in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt 6.8 and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation c) each of the Company and Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make any public statements that are consistent with in response to questions by the press, analysts, investors or analysts or those participating in investor calls or industry conferences, so long as such statements made consist solely of information previously disclosed in previous press releases, public disclosures or public statements made by Parent or MLP and/or the Company in compliance with this Section 5.66.8; provided, further, (x) the Company shall be permitted to issue press releases or make public announcements with respect to any Company Takeover Proposal or from and after a Change of Recommendation without being required to consult with Parent but after providing a copy of such press release or public announcement to Parent prior to issuance thereof and (y) Parent and its Affiliates shall be permitted to make communications to, and provide ordinary course information to its Financing Sources, its direct and indirect equityholders, existing or prospective general and limited partners, members, managers and investors of any of its Affiliates, in each case, who are subject to customary confidentiality restrictions.

Public Announcements. The initial press release with respect to Neither the execution Company nor Parent, nor any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereaftertheir respective controlled Affiliates, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Transactions or this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be unless such party determines, after consultation with counsel, that it is required by Law applicable Law, Proceeding, or by any applicable listing agreement with or the NYSE or other listing rules of a national securities exchange as determined in the good faith judgment of the party proposing or trading market to make such release (in which case such party shall not issue or cause the publication of any press release or other announcement with respect to the Transactions or this Agreement, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide an opportunity to the other party to review and comment upon such press release or other public announcement without prior consultation with the other party)announcement; provided, however, that (a) MLP notwithstanding the foregoing, the Company shall not be required by this Section 5.6 to consult with Parent before issuing any press release or making any other party public statement with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing effected in this clause (a) shall limit any obligation of MLP under accordance with Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith6.02(f); provided, further, that neither the Company, on the one hand, nor Parent or Merger Sub, on the other hand, shall be required to consult with the other before issuing any press release or making any other public statement with respect to the termination of this Agreement or the effects thereof or any Proceeding between the parties hereto; provided, further, each party hereto and their respective controlled affiliates Affiliates may make disclosures or statements that are consistent with statements made in substantially the same as previous press releases, public disclosures or public statements made by Parent or MLP and the Company in compliance with this Section 5.66.10 and do not contain any information relating to the Company, Parent or the Transactions that has not been previously announced or made public in accordance with the terms of this Section 6.10. Prior to either party making any written communications to the employees of the Company or any of its Subsidiaries pertaining to employment, compensation or benefit matters that are affected by the Transactions, each party shall provide the other party with a copy of the intended communication, the other party shall have a reasonable period of time to review and comment on the communication, and the parties shall cooperate in providing any such mutually agreeable communication. Following the No-Shop Period Start Date, the Company shall use commercially reasonable efforts to facilitate a reasonable number of meetings, at reasonable times and upon reasonable advance notice, between Parent and the employees of the Company or any of its Subsidiaries as Parent may request from time to time for purposes of discussing matters related to post-Closing employment of such employees.

Public Announcements. The initial press release with respect concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Parties prior to the execution of this Agreement and such initial press release shall be a joint press release released as promptly as reasonably practicable after the execution of this Agreement. Prior to be reasonably agreed upon by Parent and MLP. Thereafterthe Closing, neither MLP no Party (nor Parent any Affiliate of any Party) shall issue or cause the publication make, or authorize any of its Representatives or Affiliates to issue or make, any press release (other than the initial press release), public statement, interview, article or other public announcement media release (to including an internet posting, web blog or other electronic publication) regarding the extent not previously issued or made in accordance with this Agreement) with respect to contents of this Agreement or the transactions contemplated hereby or under any other Transaction Document (any such release, statement or disclosure, a “Public Announcement”) without (x) first providing the other Party with an advance copy of such Public Announcement at least two Business Days prior to the time that such Public Announcement is to be made or disclosed and the opportunity to comment thereon and (y) the prior written consent of the other party (Party, which consent shall not be unreasonably delayed, withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)conditioned; provided, however, that without limiting the obligation of a Party to provide the other Party with an advance copy and the opportunity to comment in accordance with clause (ax) MLP above (except in the case of clauses (c) or (e) immediately following), such consent shall not be required and the foregoing shall not restrict disclosures (a) to the extent necessary for a Party to perform its obligations under this Agreement (including disclosures to Governmental Bodies), (b) to the extent required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any national stock exchange having jurisdiction over any of the Parties or their respective Affiliates, (c) to the extent necessary for a Party to enforce the terms of this Section 5.6 to consult Agreement, (d) by a Party or its Affiliates of information of the type that is customarily disclosed in connection with any other party with respect to a public announcement rating agency, investor, analyst and earnings call presentations, meetings and conference calls or customary announcements and communications in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board Debt Financing or (upon the recommendation e) of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in terms of this clause (a) shall limit any obligation of MLP under Section 5.3(d) Agreement by either Party to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their its respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Representatives.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent Company and MLP. Thereafter, neither MLP nor Parent shall issue or cause consult with each other before issuing, and will provide each other the publication of opportunity to review and reasonably comment upon, and use reasonable best efforts to agree on, any press release or other public announcement statements with respect to 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 shall not be unreasonably withheld, delayed or conditioned), except as either Party, after consultation with outside counsel, may determine is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or stock market if it has used reasonable best efforts to consult with the other Party prior thereto regarding the timing, scope and content of any such press release or public statement; provided, however, that no such consultation shall be required to make any disclosure or otherwise take any action expressly permitted by Section 5.3 (or for Parent to respond to any such disclosure or action). In addition, except (i) to the extent not previously issued disclosed in or made consistent with the Registration Statement or Proxy Statement in accordance with the provisions of Section 5.4, (ii) to the extent necessary to comply with such Party’s periodic reporting obligations under the Exchange Act, (iii) for any consent given in accordance with this AgreementSection 5.9 or (iv) with respect as expressly permitted by Section 5.3 (or for Parent to this Agreement respond to any such disclosure or action), neither Party shall issue any press release or otherwise make any public statement or disclosure concerning the other Party or the transactions contemplated hereby other Party’s business, financial condition or results of operations without the prior consent of the such other party (Party, which consent shall not be unreasonably withheld withheld, delayed or delayed), except as may conditioned. The parties agree that the initial press release to be required by Law or by any applicable listing agreement issued with respect to the NYSE or other national securities exchange as determined transactions contemplated hereby shall be in the good faith judgment form agreed to by the parties. Notwithstanding the foregoing, after the issuance of the party proposing to make such release (in which case such party shall not issue or cause the publication of such any press release or other the making of any public announcement without prior statement with respect to which the consultation with the other party); provided, however, that (a) MLP shall not be required by procedures set forth in this Section 5.6 to consult 5.9 have been followed, either Party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party Party hereto so long as such additional publications, press releases and announcements do not disclose any non-public information regarding the transactions contemplated by this Agreement beyond the scope of, and are reasonably consistent in tone and tenor with, the disclosure included in the press release or public statement with respect to a public announcement in connection with which the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Party had been consulted.

Public Announcements. The initial press release Other than as required by a Party or its Affiliates to comply with respect to applicable laws or regulations, each Party agrees that the execution terms of this Agreement are Confidential Information and neither Party shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of make any press release or other public announcement (to disclosing the extent not previously issued or made in accordance with this Agreement) with respect to terms of this Agreement or the transactions contemplated hereby without the prior written consent of the other party Party (which consent shall not to be unreasonably withheld or delayed)withheld) and shall, except as if required by law to make such public announcement: (a) to the extent possible, notify the other Party if it anticipates that it may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such public announcement; (b) provide such other Party with a copy of such public announcement, or the relevant portions thereof, a reasonable time prior to its release (in which case and any revisions to such party shall not issue or cause the publication of such press release or other public announcement without a reasonable time prior consultation to the release thereof); (c) consult with and follow any reasonable directions from the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party Party with respect to disclosures in such public announcement; and (d) if disclosure cannot be avoided, only disclose Confidential Information to the extent necessary to comply with law. LICR and 4-AB anticipate that they may desire to issue joint or individual press releases upon execution of this Agreement, and on the occurrence of significant development milestones (which for LICR shall relate to Select Licensed Products). In each case the Parties shall coordinate with respect thereto. 4-AB and its Affiliates shall be entitled to disclose the results of their research, development and commercialization activities related to this Agreement in their sole and absolute discretion. 4-AB and its Affiliates will not use the names of a public announcement Licensor or the names of any of a Licensors officers, scientific faculty or researchers without such Licensor’s prior written consent in connection any press release, advertising or promotional materials. Public announcements and statements by 4-AB and its Affiliates reporting significant advances in the development and commercialization of Select Licensed Products will acknowledge Licensors’ role in the discovery and validation of the Licensed Antibody(s), consistent with the receipt and existence provisions of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Appendix B attached hereto.

Public Announcements. Each of the Parties shall, and each will cause its Representatives to, consult with the other Parties before issuing, and give each other a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the Transactions and shall not issue any such press release or make any public announcement without the prior written approval of the other Parties (which approval may not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law, court process or obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; provided that, notwithstanding the foregoing, a Party may, without the prior approval of the other Parties or providing the other Parties the opportunity for such consultation and review, issue a press release or make a public statement that is consistent with prior press releases or public statements made in compliance with this Section 5.13 or any communication plan or strategy previously agreed to by Parent and the Company. The initial press release with respect to of the Parties announcing the execution of this Agreement shall be a joint press release to be reasonably agreed upon by of Parent and MLPthe Company in a form that is mutually agreed. ThereafterFor the avoidance of doubt, neither MLP nor nothing in this Section 5.13 shall (i) prevent Parent shall issue or cause the publication of Company from issuing any press release or other making any public announcement (to statement in the extent ordinary course that does not previously issued or made in accordance with this Agreement) with respect relate specifically to this Agreement or the transactions contemplated hereby without Transactions, (ii) be deemed to restrict the prior consent ability of the other party (which consent shall any Party to communicate to its employees or Representatives in a manner that would not be unreasonably withheld reasonably be expected to require public disclosure by the disclosing Party, or delayed), except as may (iii) be required by Law or by deemed to require any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 Party to consult with or obtain any approval from any other party Party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement press release issued in connection with the receipt and existence of a Parent Alternative Superior Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide or proposal would reasonably be expected to lead to a Superior Proposal, and matters related thereto or a Parent an Adverse Recommendation Change but nothing with respect to the Company Recommendation or Parent Recommendation, as applicable, other than as set forth in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.65.2.

Public Announcements. The initial press release with respect (a) Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the execution Parties shall, nor shall any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafterthe Parties authorize any of their respective Representatives on such Party’s behalf to, neither MLP nor Parent shall issue or cause the publication of any press release releases or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of of, prior to the other party (Closing, the Company, the Sponsor and MEOA or, after the Closing, the Sponsor and MEOA, which consent shall not be unreasonably withheld delayed or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)withheld; provided, however, that each Party may make any such announcement or other communication (ai) MLP shall not be if such announcement or other communication is required by this Section 5.6 applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is any MEOA Party, or MEOA and the Sponsor, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Sponsor and MEOA and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other party with respect to communications contain only information previously disclosed in a public announcement statement, press release or other communication previously approved in accordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made or obtained under this Agreement, the Ancillary Documents or in connection with the receipt and existence of an MLP Alternative Proposal transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the MLP Managing GP Board (upon Sponsor and its Affiliates may provide general information about the recommendation subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, of any Affiliate of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and Sponsor. (b) Parent The initial press release concerning this Agreement and the transactions contemplated hereby shall not be a joint press release in the form agreed by the Company, the Sponsor and MEOA prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement on the day thereof. Promptly after the execution of this Agreement, each of MEOA and the Company shall file a Current Report on Form 8-K (the “Signing Filings”) with the Signing Press Release and a description of this Agreement as required by this Section 5.6 to consult with any other party by, and in compliance with, the Securities Laws, which (x) with respect to the Form 8-K to be filed by MEOA, the Company shall have the opportunity to review and comment upon prior to filing and MEOA shall consider such comments in good faith, and (y) with respect to the Form 8-K to be filed by the Company, MEOA and the Sponsor shall have the opportunity to review and comment upon prior to filing and the Company shall consider such comments in good faith. The Company, on the one hand, and MEOA and the Sponsor, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company, the Sponsor or MEOA, as applicable) a public announcement press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), each of MEOA and the Company shall file a current report on Form 8-K (the “Closing Filings”) with the Closing Press Release and a description of the Closing as required by Securities Laws. In connection with the receipt and existence preparation of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation each of the Parent Conflicts Committee) believes is bona fide Signing Press Release, the Signing Filings, the Closing Press Release and the Closing Filings, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters related thereto as may be reasonably necessary for such press release or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6filing.

Public Announcements. The Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement shall be a joint Agreement, and will issue such press release to be reasonably agreed upon by promptly following the execution of this Agreement. So long as this Agreement is in effect, Parent and MLP. ThereafterMerger Sub, neither MLP nor Parent on the one hand, and the Company, on the other, and any of their respective affiliates, shall not issue or cause the publication of any press release or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to the Transactions or this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be required by applicable Law or by the rules or regulations of any applicable listing agreement with the NYSE or other national United States securities exchange as determined in or Governmental Entity to which the good faith judgment of the relevant party proposing to make such release (is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such party release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.7 shall not issue or cause the publication of such press apply to any public release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal, a Change of Board Recommendation or an Intervening Event or any action taken pursuant thereto, in each case, that does not violate Section 5.3, or (b) in connection with any dispute between the parties regarding this Agreement or the Transactions. The Company shall file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits. Notwithstanding the foregoing, (i) each of the Company and Parent may make announcements to their respective employees, financing sources, affiliates, suppliers and customers that are not inconsistent in any material respect with the party’s public disclosures regarding this Agreement and Transactions, including the Merger, (ii) the disclosure of this Agreement, the Transactions, including the Merger by each of Parent, Patient Square Capital, L.P. and their respective affiliates to their investors, prospective investors, owners or advisors, shall not be required by considered a public disclosure in violation of this Section 5.6 5.7, (iii) Parent, Patient Square Capital, L.P. and their respective affiliates may provide general information about the subject matter of this Agreement and the Company in connection with Patient Square Capital, L.P.’s or its affiliates’ fundraising, marketing, informational or reporting activities, and (iv) Parent, Patient Square Capital, L.P. and their respective affiliates may make customary communications to consult with any other party with respect to a public announcement prospective lenders and investors in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation arrangement of the MLP Conflicts Committee) believes is bona fide Debt Financing and matters related thereto Equity Financing without prior consultation with, or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with consent from, the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Company.

Public Announcements. The initial press release with respect to Neither the execution Acquiror, the Parent, the Seller nor any Affiliate or Representative of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent such party shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made otherwise communicate with any news media in accordance with this Agreement) with respect to of this Agreement or the transactions contemplated hereby by this Agreement without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (rules, in which case such the party shall not issue or cause the publication of hereto required to publish such press release or other make such public announcement without prior consultation shall allow the other party hereto a reasonable opportunity to comment on such press release or make such public announcement in advance of such publication. Each of the Seller, the Parent and the Acquiror hereby agrees, to the extent possible and legally permissible, to notify and consult with the other party); provided, however, that parties at least 24 hours in advance of filing any notice required by applicable Law. In connection with the transactions contemplated by the Transaction Agreements (a) MLP the Parent, the Seller and their Affiliates and Representatives shall not be required by this Section 5.6 to consult with use the name or Trademarks of, refer to, or identify the Acquiror, its Affiliates, or the likeness of the Peanuts® characters or any other party with respect to a public announcement in connection with the receipt and existence character licensed by United Feature Syndicate, (including any contraction abbreviation or simulation of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation any kind of the MLP Conflicts Committee) believes is bona fide and matters related thereto foregoing), in publicity releases, promotional or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation marketing materials, announcements, or advertising, without the express written consent of MLP under Section 5.3(d) to negotiate with Parent in good faith the Acquiror and (b) Parent the Acquiror and its Affiliates and Representatives shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement use the name or Trademarks of, refer to, or identify the Parent, the Seller or their respective Affiliates in connection with publicity releases, promotional or marketing materials, announcements, or advertising, without the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation express written consent of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Parent.

Public Announcements. The initial press release Except in connection with respect a Partnership Adverse Recommendation Change, the Parties shall consult with each other prior to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafterissuing any public announcement, neither MLP nor Parent shall issue or cause the publication of any press release statement or other public announcement (to the extent not previously issued or made in accordance with this Agreement) disclosure with respect to this Agreement or Agreement, the other Transaction Documents and the transactions contemplated hereby without the prior consent and thereby, and none of the Buyer Parties and their Affiliates, on the one hand, nor the Partnership Parties and their Affiliates, on the other party (which consent hand, shall not be unreasonably withheld issue any such public announcement, statement or delayed)other disclosure without having first notified the Buyer Parties, except on the one hand, or the Partnership Parties, on the other hand, and provided such Parties with, if legally permitted and practically possible, a reasonable time period to review and comment thereon and give due consideration to any reasonable comments thereto; provided that “a reasonable time period” shall in all cases require a Party to inform the other Party with sufficient time to allow such other Party to timely announce publicly or file any reports with the SEC as may be required by Law under the Exchange Act or by the Securities Act or any applicable listing agreement with the NYSE or other requirements of a national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faithexchange; provided, further, that each party in connection with a Partnership Adverse Recommendation Change, any public announcement, statement or other disclosure shall be provided to the Buyer Parties a reasonable period of time prior to issuance, but the Buyer Parties and their respective controlled affiliates Affiliates shall not have any right hereunder to comment thereon prior to issuance, and the Conflicts Committee shall have no obligation to consider any such comments. Notwithstanding the foregoing, any Party may make make, without consulting or notifying any other Party, public announcements, statements or other disclosures with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby that are consistent with not materially inconsistent with, and do not contain any material information not disclosed in, previous public announcements, statements made in previous press releases, public or other disclosures or public statements made by Parent or MLP a Party in compliance with this Section 5.66.5.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent the Company shall issue or cause the publication of consult with each other before issuing any press release release, having any other communication with the press (whether or not for attribution) or making any other public announcement (to the extent not previously issued statement, or made scheduling a press conference or conference call with investors or analysts, and shall consult with each other before making any other public statement, in accordance with this Agreement) each case, with respect to this Agreement or the transactions contemplated hereby Transactions, and shall not issue any such press release or make any such other public statement relating to this Agreement or the Transactions without the prior consent of the other party (party, which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be for any such release or announcement that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or by any applicable listing agreement with the NYSE or other rule of any national or foreign securities exchange as determined in or association upon which the good faith judgment securities of the party proposing to make such release (Company or Parent, as applicable, are listed, in which case such the party shall not issue or cause required to make the publication of such press release or other public announcement without prior consultation shall provide notice to and, to the extent reasonably practicable, consult with the other party); providedparty about, however, that (a) MLP and shall not be required by this Section 5.6 use its reasonable best efforts to consult with any allow the other party with respect reasonable time (taking into account the circumstances) to a public comment on, such release or announcement in connection with advance of such issuance, and the receipt and existence of an MLP Alternative Proposal party will consider any such reasonable comments that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP are timely provided in good faith; provided, furtherhowever, that each party may, without such consultation or consent, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and their respective controlled affiliates may make statements that disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by Parent with the SEC, so long as such statements, announcements and disclosures substantially reiterate (and are consistent with statements made in not inconsistent with) previous press releases, public disclosures or public statements made approved in advance by the other party; and provided, further, that, notwithstanding the foregoing, neither Parent nor the Company shall be required to consult with or MLP obtain consents from the other parties hereto before issuing any press release or making any other public statement with respect to any Change in compliance with this Recommendation to the extent permitted pursuant to Section 5.66.2(d) or Section 6.2(e). Notwithstanding the foregoing, Parent and its affiliates may, without consultation or consent, make ordinary course disclosures and communications to existing or prospective direct or indirect general and limited partners, equity holders, members, managers, investors and financing sources of such person or any Affiliates of such person, in each case, who are subject to customary confidentiality restrictions.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLPthe Parties. Thereafter, neither MLP nor Parent No Party shall issue or cause the publication of make any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to issue any public communication regarding this Agreement or the transactions contemplated hereby Transactions without first obtaining the prior written consent of the other party Parties, except if such announcement or other communication is (which consent shall not be unreasonably withheld or delayeda) required by applicable Law (including in connection with the preparation and filing of the Proxy Statement), except as may be (b) required by Law the rules of any stock exchange upon which such Party’s capital stock is traded, or by any applicable listing agreement (c) consistent with the NYSE or other national securities exchange as determined in the good faith judgment final form of the party proposing to make such release (in which case such party shall not issue or cause the publication of such joint press release announcing the Transactions and the investor presentation given to investors on the morning of announcement of the Transactions; provided, that, in each case, to the extent permitted by Law, the disclosing Party shall use its reasonable best efforts to coordinate or other public communicate such announcement without prior consultation or communication with the other party)Party prior to announcement or issuance; provided, however, that (ay) MLP no provision of this Agreement shall be deemed to restrict in any manner (i) any Party’s ability to communicate with its employees or equityholders and, with respect to Contributor, its Affiliates and their respective limited partners, members, officers, employees, directors, advisors or representatives (provided, that prior to making any written communications to the Executive Employees, Company-Related Employees or Company Support Employees pertaining to compensation or benefit matters that will be affected by the Transactions, the Company shall provide Contributor with a copy of the intended communication, the Company shall provide Contributor a reasonable period of time to review and comment on the communication, and the Company shall consider any timely comments in good faith) or (ii) the ability of the Company, Contributor, and their respective Subsidiaries to communicate with their financial and legal advisors, lenders, underwriters, or financing sources, and (z) the Company shall not be required by any provision of this Section 5.6 Agreement to consult with or obtain any approval from any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement press release issued in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide Company Competing Proposal, and matters related thereto or a Parent Adverse Recommendation Company Change but nothing of Recommendation, other than as set forth in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.65.9.

Public Announcements. The initial press release with respect to PARTIES agree that the public announcements by the PARTIES of the execution of this Agreement shall be a joint substantially in the form of the press release attached as Appendix B-1, with respect to be reasonably SALIX, and B-2, with respect to EISAI, and shall cooperate in the issuance thereof as soon as practicable after the execution of this Agreement unless otherwise agreed upon by Parent the PARTIES. In addition, the PARTIES recognize that each PARTY may from time to time desire to issue additional press releases and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any press release or make other public announcement (statements or disclosures regarding the subject matter of this Agreement, and hereby agree that such publication shall be permitted without the other PARTY’s consent, to the extent that such additional releases or statements do not previously issued contain information beyond that included in the press releases attached as Appendix B-1 or made B-2 or in accordance with this Agreementsubsequent press releases approved in writing by both PARTIES. Except as provided in the foregoing two (2) with respect sentences, SALIX and EISAI each agrees not to disclose any terms or conditions of this Agreement to any THIRD PARTY or the transactions contemplated hereby to make any public statement about this Agreement without the prior written consent of the other party PARTY (which consent shall not be unreasonably withheld or delayed), except as may be is required by Law applicable law, rule or by regulation or the rules of any applicable listing agreement with stock exchange or automated quotation system on which the NYSE stock of a PARTY is traded; provided that if this Agreement is required to be filed as part of any public document, the filing PARTY shall, to the fullest extent permitted under such law, rule or other national securities exchange regulation, request that confidential treatment be afforded to this Agreement; provided further that either PARTY may allow a THIRD PARTY to review this Agreement as determined in the good faith judgment part of the party proposing to make such release (in which case such party shall not issue or cause the publication an overall due diligence examination of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement PARTY in connection with any potential financing, acquisition, disposition or other business combination provided that such THIRD PARTY has agreed to maintain the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation confidentiality of the MLP Conflicts Committee) believes is bona fide terms of this Agreement and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation to use such information solely for the purpose of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect such due diligence investigation pursuant to a public announcement written agreement having terms at least as protective as those contained in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.66.12.

Public Announcements. The initial press release with respect Except as may otherwise be required by securities Laws and public announcements or disclosures that are, in the reasonable opinion of the party proposing to make the execution of this Agreement announcement or disclosure, legally required to be made, there shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any no press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to communication concerning this Agreement or the transactions contemplated Transactions hereby without by any Party hereto or its Affiliates except with the prior written consent of the other party Seller (if Buyer or one of its Affiliates is originating such press release or communication) or Buyer (if Seller or one of its Affiliates are originating such press release or communication), in each case which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned. Buyer and Seller will consult in advance on the necessity for, except as may and the timing and content of, any communications to be required by Law made to the public and, subject to legal constraints, to the form and content of any application or by report to be made to any applicable listing agreement with Government Entity that relates to this Agreement or the NYSE or other national securities exchange as determined in Transactions. Notwithstanding the good faith judgment of foregoing, the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, Parties hereto acknowledge and agree that (a) MLP promptly following the execution and delivery of this Agreement by all of the Parties hereto, each Parent may issue one or more press releases announcing the execution and delivery of this Agreement (provided that, prior to the public dissemination of each such press release, Parent shall provide to Seller a draft of any such press release and an opportunity to provide comments thereon, which comments Parent shall not be required by this Section 5.6 unreasonably refuse to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and incorporate into such disclosure), (b) after the date of this Agreement, each Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection may file with the receipt Securities Exchange Commission (the “SEC”) a Current Report on Form 8-K to disclose this Agreement and existence of include a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation copy of the Parent Conflicts Committeepress release and this Agreement as an attachment or exhibit to such Form 8-K, and (c) believes is bona fide and matters related thereto on or a Parent Adverse Recommendation Change but nothing in this clause after the date the financial statements of the Company required to be filed with such Form 8-K (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made other report filed by Parent or MLP in compliance with this Section 5.6the SEC) are available, Parent may file an amendment to such Form 8-K attaching such financial statements as an exhibit to such Form 8-K amendment.

Public Announcements. The initial (a) Except to the extent otherwise required by applicable Law (and then only after consultation with Parent, Seller or Buyer, as the case may be), (a) at any time prior to the Closing none of the Parties will issue any press release with respect to or make any other public announcements concerning the execution transactions contemplated hereby or the contents of this Agreement without the prior written consent of the other Party, and (b) the press release announcing the Closing shall be a joint release of, and shall not be issued prior to the approval of each of, the Parties. Following the Closing, either Party may issue such other press release to be reasonably agreed upon by Parent releases and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any press release or make such other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions announcements contemplated hereby above, without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and Parties hereto. (b) Parent Notwithstanding the foregoing, Parent, Seller or their Affiliates shall not be following the Closing disclose any confidential or proprietary information concerning any member of the Company Group or the Business unless required to do so by deposition, interrogatory, subpoena, civil investigative demand, regulatory review, or similar process in accordance with applicable Law, and only to the extent that Parent or Seller shall have first provided Buyer with prompt prior notice of, and the terms of and circumstances surrounding, such requirement to the extent permitted by applicable Law; provided further that the foregoing exception shall not apply to any portion of any confidential or proprietary information that (x) is or becomes generally available to the public through no action by Parent, Seller or their Affiliates, (y) is or becomes available to Parent, Seller or their Affiliates on a nonconfidential basis from a source, other than any member of the Company Group or Person involved in the Business, that Parent, Seller or their Affiliates believe, after reasonable inquiry, was not prohibited from so disclosing such portion by a contractual, legal or fiduciary obligation, or (z) is independently developed by Parent, Seller or their Affiliates without reference to such confidential or proprietary information. The provisions of this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b6.5(b) shall limit any obligation of Parent under Section 5.4(dsurvive for two (2) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6years after the Closing.

Public Announcements. The initial press release with respect to this Agreement, the execution of this Agreement Offer, the Merger and the other transactions contemplated hereby shall be a joint press release to be reasonably mutually agreed upon by Parent the Company and MLPParent. Thereafter, neither MLP nor Parent none of the parties shall (and each of the parties shall cause its Representatives and Affiliates, if applicable, not to) issue or cause the publication of any press release or other make any public announcement (to the extent not previously issued disclosed or made in accordance with this Agreement) with respect to concerning this Agreement Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior written consent of (a) the other Company, in the event the disclosing party is Parent, the Purchaser, any of its Affiliates or Representatives or (which b) Parent, in the event the disclosing party is the Company, any Company Subsidiary or any of their Representatives, in each case, with such consent shall not to be unreasonably withheld conditioned, delayed or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)withheld; provided, however, that (ai) MLP shall not be if a party determines in good faith and based upon advice of counsel, that a press release or public announcement is required by applicable Law or the rules or regulations of any applicable stock exchange, such party may make such press release or public announcement, in which case the disclosing party shall use its commercially reasonable efforts to provide the other parties reasonable time to comment on such release or announcement in advance of such issuance and will reasonably consider any comments provided by such other parties, (ii) this Section 5.6 shall not in any way restrict the Company or create any obligations on the Company with respect to consult or in connection with any other Competing Proposal, Competing Proposal, or Adverse Recommendation Change, or the Company’s or the Company Board’s public announcements or communications in connection therewith, (iii) this Section 5.6 shall not in any way restrict any party with respect to a public announcement or in connection with any dispute between the receipt and existence of parties related to this Agreement or the Transaction, (iv) this Section 5.6 shall terminate upon an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (bv) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation each of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates parties may make public statements that 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 statements are consistent not materially inconsistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent and the Company or MLP in compliance with this Section 5.6previously approved by the other party and do not reveal material, non-public information regarding the other parties, the Offer, the Merger or the transactions contemplated hereby.

Public Announcements. The initial press release Unless there has been an Adverse Recommendation Change made in connection with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by an Intervening Event, Parent and MLP. Thereafterthe Company shall consult with each other before issuing, neither MLP nor Parent shall issue or cause and give each the publication of opportunity to review and comment upon, any press release releases, having any communication with the press (whether or not for attribution), making any other public announcement (to the extent not previously issued statement or made scheduling any press conference or conference call with investors or analysts, in accordance with this Agreement) each case, with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any public statement without the prior other party’s written consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Notwithstanding the foregoing: (a) each of Parent and the Company may, except without such consultation or consent, issue a press release and make any public statement (including in response to questions from the press, analysts, investors or those attending industry conferences), so long as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); providedstatements include only such information contained in, howeverand consistent with, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or MLP individually, if approved by the applicable other party); (b) subject to any other applicable terms of this Agreement, each of Parent and the Company may, without the other party’s prior written consent (but with prior notice and, to the extent reasonably practicable, prior consultation), make any disclosures in any documents to be filed with or furnished to the SEC as may be required by applicable federal securities laws or any listing agreement with or rule of any national securities exchange or association; and (c) for the avoidance of doubt, each of Parent and the Company may, without such consultation or consent, make internal communications to employees of Parent or the Company and their respective Subsidiaries, as applicable, that in the good faith assessment of Parent or the Company, as applicable, would not need to be publicly filed pursuant to Applicable Law. The restrictions of this Section 8.03 do not apply to a public announcement or press release issued in connection with an Adverse Recommendation Change made in connection with a Superior Proposal made in compliance with Section 6.03, and Parent shall not be required by this Section 5.68.03 to consult with or obtain the prior consent of the Company with respect to any public announcement or press release responsive to any public announcement or press release issued by the Company pursuant to this sentence.

Public Announcements. The initial press release with respect to From and after the execution date of this Agreement Agreement, except as expressly contemplated by this Agreement, none of the Acquired Corporations shall be a joint press release to be reasonably agreed upon by Parent (and MLP. Thereafter, neither MLP nor Parent the Company shall not permit any of the Representatives of the Acquired Corporations to) issue or cause the publication of any press release or other make any public announcement statement regarding (or otherwise disclose to any Person the extent not previously issued existence or made in accordance with this Agreementterms of) with respect to this Agreement or the transactions contemplated hereby without the prior consent Merger or any of the other party (which consent shall not be unreasonably withheld transactions or delayed)documents contemplated by this Agreement, except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without Parent's prior consultation with the other party)written consent; provided, however, notwithstanding anything herein to the contrary, any party to this Agreement (and any Representative of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided however, that such disclosure may not be made to the extent reasonably necessary to comply with any applicable federal or state securities laws. The parties acknowledge and agree that (ai) MLP shall the tax treatment and tax structure of any transaction does not include the name of any party to a transaction or any sensitive business information (including, without limitation, specific information about any party's intellectual property or other proprietary assets) unless such information may be required by related or relevant to the purported or claimed federal income tax treatment of the transaction, and (ii) notwithstanding anything to the contrary contained herein, this Section 5.6 Agreement contains no restrictions on the ability of any party to consult with any other party with respect to a public announcement in connection (or multiple) legal or tax advisors for legal or tax advice (including legal or tax advisors not otherwise involved with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required transactions contemplated by this Section 5.6 Agreement) regarding the tax treatment or tax structure of any such transaction, or to disclose the tax treatment or tax structure of any such transaction to federal and state taxing authorities. During the Pre-Closing Period, except as expressly contemplated by this Agreement, Parent will use commercially reasonable efforts to consult with the Company prior to issuing any other party with respect to a press release or making any public announcement in connection with statement regarding this Agreement or the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation Merger, or regarding any of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in other transactions contemplated by this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement.

Public Announcements. The initial press release with respect to Neither the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP Shareholder nor Parent CMIG International shall issue or cause the publication of any press release or other otherwise make any public announcement statement (to the extent not previously issued including scheduling of a press conference or made in accordance conference call with this Agreementinvestors or analysts) with respect to this Agreement or the transactions Merger Agreement or the matters contemplated hereby or thereby and shall not issue any such press release or make any such public statement without prior consultation with the Company and without the prior consent of the other party (Parent, which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided that the Shareholder and CMIG International may, except without the prior consent of Parent and without prior consultation with the Company, issue such press release or make such public statement (i) as may be required by Law or Order, (ii) that is consistent in all material respects with, and not additive to, a prior press release or public statement approved by any applicable listing agreement the parties hereto or (iii) to enforce its rights and remedies under this Agreement. Parent shall use its reasonable best efforts to consult with the NYSE Shareholder and CMIG International prior to issuing any press release or other national securities exchange as determined in otherwise making any public statement (including scheduling of a press conference or conference call with investors or analysts) with respect to this Agreement or the good faith judgment of Merger Agreement or the party proposing to make such release (in which case such party matters contemplated hereby or thereby and shall not issue any press release or cause make any public statement that names or refers to the publication Shareholder or CMIG International without the prior consent of the Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed; provided that Parent may, without the prior consent of the Shareholder, issue such press release or other make such public announcement without prior consultation with the other party); provided, however, that statement (ax) MLP shall not as may be required by this Section 5.6 to consult with any other party with respect to Law or Order, (y) that is consistent in all material respects with, and not additive to, a prior press release or public announcement in connection with statement approved by the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board parties hereto or (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(dz) to negotiate with Parent in good faith enforce its rights and (b) Parent shall not be required by remedies under this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement.

Public Announcements. The initial press release with respect Company will not, and will cause its Subsidiaries to the execution not, and Parent will not, and will cause each of this Agreement shall be a joint press release its Subsidiaries to be reasonably agreed upon by Parent and MLP. Thereafternot, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to concerning the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby Contemplated Transactions without the prior consent of the other party (which consent shall may not be unreasonably withheld withheld, conditioned, or delayed), except as may be any release or announcement required by applicable Law or by any applicable listing agreement with the rule or regulation of NYSE or any other national securities stock exchange as determined in to which the good faith judgment of the relevant party proposing to make such release (is subject, in which case the party required to make the release or announcement will use commercially reasonable efforts to allow each other party reasonable time to comment on such party shall not issue release or cause the publication announcement in advance of such issuance; it being understood that the final form and content of any such release or announcement, to the extent so required, will be at the final discretion of the disclosing party. The restrictions of this Section 5.9 do not apply to a press release or other public announcement without prior consultation with issued by the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement Company in connection with, or following, an Acquisition Proposal or a Change of Board Recommendation made in compliance with the receipt Section 5.3 and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 5.9 to consult with any other party or obtain prior consent of the Company with respect to a public any press release or announcement in connection with responsive to any press release or announcement issued by the receipt Company pursuant to this sentence. Notwithstanding the foregoing, Parent, Merger Sub, and existence of a Parent Alternative Proposal that following the Parent Managing GP Board (upon Effective Time, the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; providedSurviving Corporation, further, that each party and their respective controlled affiliates Affiliates may make statements that provide ordinary course communications regarding this Agreement and the Contemplated Transactions to such Person’s existing or prospective general and limited partners, equity holders, members, managers, lenders and investors of any Affiliates of such Person, in each case, who are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6subject to customary confidentiality restrictions.

Public Announcements. The initial press release with respect Prior to the execution of this Agreement Closing, the Parties shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of consult with each other before issuing any press release release, announcing or disclosing to employees of the Parties other than senior executives, making any other public announcement (to the extent not previously issued statement, or made in accordance scheduling any press conference or conference call with this Agreement) investors or analysts with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed)hereby, and except as may be required by applicable Law (including Franchise Law), order of a court of competent jurisdiction or by the rules of Nasdaq or any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party or association, shall not issue any such press release, make such announcement or cause disclosures to employees other than senior executives, make any such other public statement or schedule any such press conference or conference call before any required consultation as contemplated by this Section 5.11; provided, that after the publication issuance of such a press release, Buyer’s investor relations personnel may discuss with investors the information included in all press releases and public statements previously released or made, including in the BFI Reports. Following the Closing, no public announcement, press release or other public announcement disclosure will be made by any Seller or such Seller’s Affiliates or representatives with respect to the subject matter of this Agreement or the transactions contemplated herein, including the existence and terms of this Agreement, without obtaining the prior consultation with the other party)written consent of Buyer; provided, however, that the provisions of this Section 5.11 will not prohibit (ai) MLP shall not be any disclosure required by this Section 5.6 any applicable Law, including any disclosure necessary or desirable to consult with provide proper disclosure under the securities Laws or under any other rules or regulations of any securities exchange on which the securities of such party with respect to a public announcement may be listed or traded, or (ii) any disclosure made in connection with the receipt and existence enforcement of an MLP Alternative Proposal that any right or remedy relating to, or the MLP Managing GP Board (upon the recommendation performance of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by arising under, this Section 5.6 to consult with any other party with respect to a public announcement in connection with Agreement or the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6transactions contemplated herein.

Public Announcements. The initial press release (a) Each of the parties hereto will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to the execution Transaction Documents and any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby without and thereby, including any communications to the prior consent employees and customers of the Company and its Affiliates. Without limiting the foregoing, except as otherwise permitted in the next sentence, no party hereto will make (and each party will use its commercially reasonable efforts to ensure that its Affiliates and Representatives do not make) any such news release or public disclosure without first consulting with the other party parties hereto and, in each case, also receiving each other party’s consent (which consent shall not be unreasonably withheld or delayed), except as may be . In the event a party hereto is advised by its outside legal counsel that a particular disclosure is required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the Law, such party proposing shall be permitted to make such disclosure but shall be obligated to use its reasonable best efforts to consult with the other parties hereto and take their comments into account with respect to the content of such disclosure before issuing such disclosure. (b) The Company shall, by 9:00 a.m. New York City time, on the first (1st) Business Day immediately following the date of this Agreement, issue one or more press releases (collectively, the “Press Release”) disclosing all material terms of the transactions contemplated hereby and by the other Transactions Documents and any other material, nonpublic information that the Company may have provided any Investor at any time prior to the filing of the Press Release. From and after the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the Company, any Company Subsidiary or any of their respective officers, directors, employees or representatives or the Placement Agents. On or before 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Agreement, the Company will file a Current Report on Form 8-K with the SEC describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents). If, following public disclosure of the transactions contemplated hereby, this Agreement terminates prior to Closing, the Company shall issue a press release disclosing such termination by 9:00 a.m., New York City time, on the first (1st) Business Day following the date of such termination. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor or any Affiliate or investment adviser of any Investor, or include the name of any Investor or any Affiliate or investment adviser of any Investor in any press release or in any filing with the SEC (other than a Shelf Registration Statement) or any regulatory agency or stock exchange, without the prior written consent of such Investor, except (i) as required by the federal securities law in connection with (A) any Shelf Registration Statement contemplated hereby and (B) the filing of final Transaction Documents with the SEC and (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under stock exchange regulations, in which case such party the Company shall not issue or cause provide the publication Investors with prior written notice of such press release or other public announcement without prior consultation with the other partydisclosure permitted under this subclause (ii); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent the Company shall issue or cause the publication of consult with each other before issuing any press release or making any other public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to this Agreement or the transactions contemplated hereby Transactions and shall not issue any such press release or make any such other public statement without the prior consent of the other party (party, which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be such release or announcement that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or by any applicable listing agreement with the NYSE or other national rule of any securities exchange as determined in upon which the good faith judgment securities of the party proposing to make such release (Company or Parent, as applicable, are listed, in which case such the party shall not issue or cause required to make the publication of such press release or other public announcement without prior consultation shall consult with the other party); providedparty about, however, that (a) MLP shall not be required by this Section 5.6 to consult with any and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party required to make the release or announcement will consider such comments in good faith. Notwithstanding the foregoing, Parent may make public statements with respect to a public announcement this Agreement and the Transactions, including their effect on Parent’s business and its financial projections, with investors, analysts and financing sources, including on its periodic earnings calls and in connection with any “road show.” Notwithstanding the receipt and existence foregoing provisions of an MLP Alternative Proposal that the MLP Managing GP Board this Section 6.10, (upon the recommendation i) each of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party Parties and their respective controlled affiliates Affiliates may make statements issue press releases or public announcements concerning the Transactions that are consistent with previous press releases or public announcements made by Parent or the Company in compliance with this Section 6.10, (ii) each of the Parties, their Affiliates, and their Representatives may make public statements made 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 statements are consistent with previous press releases, public disclosures or public statements made by Parent or MLP the Company in compliance with this Section 5.66.10 and do not reveal material, nonpublic information regarding the other parties, the Merger or the other Transactions, and (iii) without limiting the obligations of the parties hereto pursuant to any other Section of this Agreement, the restrictions set forth in this Section 6.10 shall not apply to any press release or public announcement issued or proposed to be issued in connection with, or in response to, an Acquisition Proposal, Superior Proposal or a Change in Recommendation.

Public Announcements. Parent and the Company will consult with each other and provide each other the opportunity to review and comment upon any press release or public announcement relating to this Agreement or the Transactions, and shall not, and shall not permit their Affiliates to, issue any such press release or public announcement prior to such consultation, except as may be required by applicable Law, by obligations pursuant to any listing agreement with any national securities exchange or as may be requested by a Governmental Authority, as determined in good faith by the Party making such public announcement or issuing such press release. The Company, Parent and Merger Sub agree that the initial press release with respect to announcing the Transactions and the execution and delivery of this Agreement shall be a joint press release in the form heretofore agreed to be reasonably agreed upon by the Company and Parent. Notwithstanding the foregoing provisions of this Section 4.6, (i) each of the Parties may issue press releases or public announcements concerning the Transactions that are not materially inconsistent with previous press releases or public announcements made by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made Company in accordance compliance with this Agreement) with respect to this Agreement Section 4.6 and do not reveal material, non-public information regarding the other parties, the Merger or the transactions contemplated hereby without the prior consent other Transactions, (ii) each of the other party (which consent shall not be unreasonably withheld or delayed)Parties, except as may be required by Law or by any applicable listing agreement with their Affiliates, the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt Company Representatives and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates Representatives may make public statements that 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 statements are consistent not materially inconsistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP the Company in compliance with this Section 5.64.6 and do not reveal material, non-public information regarding the other parties, the Merger or the other Transactions, (iii) the restrictions set forth in this Section 4.6 shall not apply to any press release or public announcement issued or proposed to be issued in connection with, or in response to, an Acquisition Proposal, Intervening Event, Superior Proposal or a Change of Board Recommendation but in each case such release or announcement shall be subject to compliance with the provisions of Section 4.4. To the extent that any provision of the Confidentiality Agreement is in conflict with this Section 4.6, such provision shall be deemed amended and superseded by this Section 4.6, mutatis mutandis, and in addition the restrictions thereunder with respect to “Transaction Information” as defined in the Confidentiality Agreement and the restrictions contained in Section 11 of the Confidentiality Agreement will, upon the execution and delivery of this Agreement, terminate and be of no further force and effect.

Public Announcements. The initial Parties have agreed upon the content of press release(s) which shall be issued substantially in the form attached hereto as Schedule 7.4, the release with respect of which the Parties shall coordinate in order to the accomplish such release at a time following execution of this the Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLPthe Parties. Thereafter, neither MLP nor Parent Neither Party shall issue or cause the publication of any other public announcement, press release release, or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to disclosure regarding this Agreement or the transactions contemplated hereby its subject matter without the other Party’s prior consent written consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withheld or delayed)disclosing Party’s counsel, except as may be required by Law or by Applicable Law, any applicable listing agreement Regulatory Authority (including filings with the NYSE Securities and Exchange Commission or other national agency) or the rules of a stock exchange on which the securities exchange as determined of the disclosing Party are listed (or to which an application for listing has been submitted). In the event a Party is, in the good faith judgment opinion of its counsel, required by Applicable Law, any Regulatory Authority (including filings with the party proposing Securities and Exchange Commission or other agency) or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such release (a public disclosure, and notwithstanding anything to the contrary in which case Section 7.2, such party Party shall not issue or cause submit the publication of such press release or other public announcement without prior consultation with proposed disclosure in writing to the other party)Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon; provided, however, that (a) MLP shall not be if a Party is required by this Section 5.6 to consult with Applicable Law, any other party with respect to a public announcement in connection Regulatory Authority (including filings with the receipt Securities and existence Exchange Commission or other agency) or the rules of an MLP Alternative Proposal that a stock exchange on which the MLP Managing GP Board (upon the recommendation securities of the MLP Conflicts Committee) believes is bona fide and matters related thereto disclosing Party are listed (or to which an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(dapplication for listing has been submitted) to negotiate with Parent disclose this Agreement, such Party shall prepare a proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party may promptly (and in any event, no less than [***] after receipt of such proposed redactions) provide its comments, which comments shall be considered in good faith and (b) Parent shall not be by the Party required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6such disclosure.

Public Announcements. The initial Parent Group and the Company shall use commercially reasonable efforts to develop a joint communications plan and each party shall use commercially reasonable efforts to ensure that all press release releases and other public statements with respect to the execution of this Agreement transactions contemplated hereby shall be a consistent with such joint press release communications plan. Unless otherwise required by applicable Law or by obligations pursuant to be reasonably agreed upon any listing agreement with or rules of any securities exchange, and except for any matters referred to in Section 5.02(c) or 5.02(d), (x) prior to the issuance by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication Company of any press release or other public announcement (to the extent not previously issued statement or made in accordance with this Agreement) with respect to disclosure concerning this Agreement or the transactions contemplated hereby without hereby, the prior Company shall obtain the consent of the other party (Parent, which consent shall not be unreasonably withheld or delayed), except as may be required and (y) prior to the issuance by Law or by Parent Group of any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation statement or disclosure concerning this Agreement or the transactions contemplated hereby, Parent Group shall obtain the consent of the Company, which consent shall not be unreasonably withheld or delayed. In addition to the foregoing, except to the extent disclosed in or consistent with the Proxy Statement in accordance with the provisions of Section 5.01, or unless otherwise required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange or NASDAQ, neither Parent Group nor the Company shall issue any press release or otherwise make any public statement or disclosure concerning the other party or the other party); provided’s business, howeverfinancial condition or results of operations without the consent of the other party, that (a) MLP which consent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto unreasonably withheld or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6delayed.

Public Announcements. The Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement shall be a joint Agreement, and will issue such press release promptly following the execution of this Agreement. From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to be reasonably agreed upon by Article 7, so long as this Agreement is in effect, Parent and MLP. ThereafterMerger Sub, neither MLP nor Parent on the one hand, and the Company, on the other, and any of their respective affiliates, shall not issue or cause the publication of any press release or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to the Merger or this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be required by applicable Law or by any applicable the listing agreement with or the NYSE listing rules or other regulations of a national securities exchange as determined in or trading market on which securities of such party are listed, or governmental body to which the good faith judgment of the relevant party proposing to make such release (is subject, in which case such the party required to make the press release or announcement shall not issue or cause the publication of use its commercially reasonable efforts to allow each other party reasonable time to comment on such press release or other announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.8 shall not apply to any public press release or public announcement without prior consultation (x) made or proposed to be made in connection with the other party); provideda Competing Proposal, howevera Superior Proposal, a Company Change of Recommendation or a Company Intervening Event or any action taken pursuant thereto, in each case, that does not violate Section 5.5 or (ay) MLP in connection with any dispute between the parties regarding this Agreement or the Transactions. The press release announcing the execution and delivery of this Agreement shall not be required by this Section 5.6 issued prior to consult with any other party with respect to a public announcement in connection the approval of each of the Company and Parent. The Company shall file one or more current reports on Form 6-K with the receipt SEC attaching the announcement press release and existence a copy of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement as exhibits.

Public Announcements. The initial press release Orion, Diamond, HoldCo, Orion Merger Sub and Diamond Merger Sub shall consult with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of each other before issuing any press release or other Financing Disclosure or making any public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or Financing Disclosure or make any such public statement without the prior consent of the other party (which other, such consent shall not to be unreasonably withheld withheld, conditioned or delayed). Notwithstanding the foregoing, except (a) any such press release, Financing Disclosure or public statement as may be required by Applicable Law or by any applicable listing agreement with the NYSE or other any national securities exchange as determined in the good faith judgment of may be issued prior to such consultation if the party proposing making the release or statement has used its reasonable best efforts to make such release consult with the other party, (in which case such party b) the first sentence of this Section 6.6 shall not issue apply with respect to an Orion Recommendation Change (or cause any responses thereto) or Diamond Recommendation Change (or any responses thereto), or the publication proviso in Sections 5.2(b)(ii) and 5.3(b)(ii) (or any response to a statement made pursuant to Section 5.2(b)(ii) and 5.3(b)(ii)), (c) the first sentence of this Section 6.6 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement, (d) the first sentence of this Section 6.6 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 6.6, to the extent replicated in whole or in party in any subsequent press release or other public announcement without prior consultation with announcement, and (e) the other party); provided, however, that (a) MLP first sentence of this Section 6.6 shall not be required by this Section 5.6 apply to consult any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as such statements are not inconsistent with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent or MLP the parties and otherwise in compliance with this Section 5.66.6 and do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby. As used above, “Financing Disclosure” means any reference to, or information in connection with, the Mergers and the transactions contemplated by this Agreement that is included in any documents to be filed with any person (including the SEC), issued, published and/or distributed by Orion, Diamond, HoldCo, Orion Merger Sub or Diamond Merger Sub in connection with any financing transaction to be entered into by any of those parties.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafterthe Company shall consult with each other before issuing, neither MLP nor Parent shall issue or cause and give each other the publication of opportunity to review and comment upon, any press release or other public announcement (to the extent not previously issued statements, including any press conference or made in accordance conference call with this Agreement) investors or analysts, with respect to this Agreement the Transactions, including the Merger, and shall not issue any such press release or the transactions contemplated hereby make any such public statement without the prior written consent of the other party (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), except in each case (i) as may be required by applicable Law or court process or by obligations pursuant to the rules and regulations of any applicable listing agreement with the NYSE or other national securities exchange as determined or national securities quotation system or (ii) for any press release, public announcement or other public statement (A) by the Company with respect to any Adverse Recommendation Change made in the good faith judgment of the party proposing accordance with this Agreement or any Company Takeover Proposal, (B) by Parent in response to make such release (in which case such party shall not issue any Adverse Recommendation Change, any Company Takeover Proposal that becomes publicly known or cause the publication of such any press release or other public announcement without prior consultation with statement by the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party Company with respect to a the foregoing, or (C) by either Parent and the Company that consists solely of information that is consistent with information disclosed in any press release, public statement or public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto previously issued or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.66.07. The parties agree that all formal Company employee communication programs or announcements with respect to the Transactions shall be in the forms mutually agreed to by the parties; provided, that no such mutual agreement shall be required for any communications made that are (i) substantially similar to a prior mutual joint communication, or (ii) based on mutually agreed content and do not substantially deviate from the substantive components of such content. The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form heretofore agreed to by the parties. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent.

Public Announcements. The initial Following the date hereof, the Company shall be permitted to issue a press release in compliance with respect Rule 135 under the Securities Act and file the Private Placement Memorandum with disclosure relating to this Agreement and the transactions contemplated hereby and to file this Agreement with the Private Placement Memorandum or a subsequent amendment. Each Investor shall have the opportunity to review and comment on the press release prior to its issuance and to review and comment on any portion of the Private Placement Memorandum or any amendment thereto that describes the transactions hereunder or such Investor, which review and comment shall be provided as expeditiously as possible and in any event within 24 hours of delivery. Any such press release shall be in form and substance reasonably satisfactory to the execution Investors. Except as set forth in the previous sentence, none of this Agreement shall be a joint press release to be reasonably agreed upon by Parent the Company, the Offerees and MLP. Thereafter, neither MLP nor Parent shall the Investors will issue or cause the publication of any press release or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed)hereto, except as may be required by Law or by any applicable listing agreement with to the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case extent such party shall not issue or cause the publication of reasonably believes such press release or other public announcement without prior consultation with the other party)statement is required by applicable law or stock market regulations; provided, however, however that (a) MLP shall not be required by the Company and the Investors may make reasonable public statements consistent with prior public statements otherwise permitted under this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt 9.12; and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each following the Closing, (i) General Atlantic LLC may disclose on its worldwide web page, xxx.xxxxxxxxxxxxxxx.xxx, the name of the Company, the name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the Company’s logo, and (ii) the Apax Purchaser (or an Affiliate thereof) may disclose on the worldwide web page, xxx.xxxx.xxx, the name of the Company, the name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the Company’s logo. Notwithstanding the foregoing, the Company and the Offerees will not use or refer to the name of any Investor in any public statement or disclosure without the consent of such Investor except to the extent that such party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures reasonably believes such statement or public statements made disclosure is required by Parent applicable law or MLP in compliance with this Section 5.6stock market regulations.

Public Announcements. The initial press release with respect relating to the execution of this Agreement shall be a joint press release to be reasonably agreed upon issued by the Company and Parent and MLP. Thereafter, neither MLP nor thereafter Parent and the Company shall issue or cause the publication of use their respective reasonable best efforts to consult with each other before issuing any further press release or other otherwise making any public announcement statement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Merger, this Agreement or the transactions contemplated hereby without the prior consent any of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required transactions contemplated by Law or by any applicable listing agreement with this Agreement. Notwithstanding the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that foregoing: (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation each of the MLP Conflicts Committee) believes is bona fide foregoing parties may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, communicate with employees, suppliers, customers, partners or vendors, and matters related thereto or an MLP Adverse Recommendation Change but nothing make disclosures in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; providedCompany SEC Reports, further, that each party and their respective controlled affiliates may make so long as such statements that are consistent with statements made in previous press releases, public disclosures or public statements made jointly by Parent the parties (or MLP individually, if approved by the other party), (b) a party may, without such consultation, issue any such press release or make any such public announcement or statement as may be required by requirements under Law or regulations of any applicable United States securities exchange on which the shares of capital stock of such party are listed; provided, that such party shall, to the extent permitted by Law or such regulation, nonetheless consult with the other in advance of such release, announcement or statement, and (c) subject in each case to compliance with Section 7.4, the Company need not consult with Parent in connection with any press release, public statement or filing to be issued or made pursuant to Section 7.4 or with respect to any Change in Recommendation, Acquisition Proposal or Superior Proposal. Nothing herein shall preclude any party from initiating, prosecuting or defending against any litigation between the parties arising out of this Section 5.6Agreement or the transactions contemplated hereby.

Public Announcements. The initial press release with respect to the execution of this Agreement and the transactions contemplated hereby shall be a joint press release in a form reasonably acceptable to Parent and the Company. Thereafter, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 8.03) will use their respective reasonable best efforts to consult with the other Party before (a) participating in any media interviews, (b) engaging in meetings or calls with analysts, institutional investors or other similar Persons or (c) providing any statements (including press releases) which are public, in any such case to the extent relating to the transactions contemplated hereby (a “Public Statement”) except as may be reasonably agreed upon required by applicable Law, Order, court process or the rules and regulations of any national securities exchange or national securities quotation system and except for any matters referred to in, and made in compliance with, Section 8.03. Prior to the Closing, Parent and the Company shall use commercially reasonable efforts to cooperate with respect to material communication plans to employees and other service providers and customers, suppliers and distributors of the Company and its Subsidiaries related to the transactions contemplated hereby. In addition, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 8.03) agree to cause their respective directors and executives officers to refrain from taking any position in any such Public Statement that is, without limiting the obligations set forth in Section 8.03, (x) contrary to the positions previously taken by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) Company with respect to this Agreement and the transactions contemplated hereby, including the Mergers, or (y) reasonably likely to have a significant, adverse impact on the ability of the Parties to consummate the transactions contemplated hereby. None of the limitations set forth in this Section 8.06 shall apply to any disclosure of any information concerning this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 Agreement (i) which Parent or the Company deems appropriate in its reasonable judgment, in light of its status as a publicly owned company, including to consult with any other party with respect to a public announcement securities analysts and institutional investors and in press interviews; and (ii) in connection with any dispute between the receipt and existence of an MLP Alternative Proposal that Parties regarding this Agreement or the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required transactions contemplated by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement.

Public Announcements. The initial press release with respect to Neither the execution Company nor Parent, nor any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereaftertheir respective controlled Affiliates, neither MLP nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Merger or this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be unless such party determines, after consultation with counsel, that it is required by Law Applicable Law, legal proceeding, or by any applicable listing agreement with or the NYSE or other listing rules of a national securities exchange as determined in the good faith judgment of the party proposing or trading market to make such release (in which case such party shall not issue or cause the publication of any press release or other announcement with respect to the Merger or this Agreement, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide an opportunity to the other party to review and comment upon such press release or other public announcement without prior consultation with the other party)announcement; provided, however, that (a) MLP notwithstanding the foregoing, the Company shall not be required by this Section 5.6 to consult with Parent before issuing any press release or making any other party public statement with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing effected in this clause (a) shall limit any obligation of MLP under accordance with Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party 6.03 or with respect to a public announcement in connection with the its receipt and existence consideration of a Parent Alternative any Acquisition Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under except as required by Section 5.4(d) to negotiate with MLP in good faith6.03(d); provided, further, that neither the Company, on the one hand, nor Parent or the Merger Sub, on the other hand, shall be required to consult with the other before issuing any press release or making any other public statement with respect to the termination of this Agreement and the effects or consequences thereof if this Agreement has been terminated in accordance with Section 8.01; provided, further, each party hereto and their respective controlled affiliates Affiliates may make disclosures or statements that are consistent with statements made in substantially the same as previous press releases, public disclosures or public statements made by Parent or MLP and the Company in compliance with this Section 5.66.12 and do not contain any information relating to the Company, Parent or the transactions contemplated by this Agreement that has not been previously announced or made public in accordance with the terms of this Section 6.12. Prior to making any written communications to the employees or independent contractors of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and Parent and the Company shall cooperate in providing any such mutually agreeable communication. In no way limiting the above, if the Company or any of its Subsidiaries, as applicable, intends to modify a Company FDD or any other franchise related materials for the purpose of offering or selling any Franchise and or development agreements, the Company shall submit such materials to Parent for its review of any statements or information relating to Parent, Merger Sub or their Affiliates, and/or the Merger.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent No Party shall issue or cause the publication of make any public announcement, press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to disclosure regarding this Agreement or the transactions contemplated hereby without the prior consent approval of Forest (in the other party case of Purchaser) or Purchaser (in the case of any Seller), which consent approval shall not be unreasonably withheld withheld, conditioned or delayed), except as may be for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by applicable Law or by any applicable listing agreement with the NYSE or other national rules of a stock exchange on which the securities exchange as determined of the disclosing Party are listed. If a Party is, in the opinion of its counsel, required by applicable Law or the rules of a stock exchange on which its securities are listed to make a public disclosure, such Party shall submit the proposed disclosure in writing as far in advance of the disclosure as practicable, to Forest (with respect to Purchaser) and Purchaser (with respect to any Seller) and provide Forest or Purchaser, as the case may be, a reasonable opportunity to comment thereon. The disclosing Party shall consider in good faith judgment any comments provided by the reviewing Party or Parties. The contents of the party proposing to make such release (in which case such party shall not issue or cause the publication of such any public announcement, press release or other public announcement without prior consultation disclosure that has been reviewed and approved or that is consistent with the foregoing may then be re-released by any Party. Notwithstanding the foregoing, without a requirement for advance notice or re-approval, Purchaser, on the one hand, and the Seller, on the other party); providedhand, howevermay, that (a) MLP shall not be required by this Section 5.6 following the date hereof, make internal announcements to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements employees and Affiliates or public announcements, in each case, that are consistent with statements made a communications plan agreed upon by the Parties. From and after the Closing, the foregoing restrictions in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.611.1 shall not apply to Purchaser.

Public Announcements. The initial press release (a) Cargill and IMC shall develop a joint communications plan with respect to the execution announcement of the Transactions and this Agreement and each party shall use commercially reasonable efforts (i) to ensure that all press releases and other public statements with respect to the transactions contemplated hereby shall be a consistent with such joint press release communications plan and (ii) unless otherwise required by applicable Law or by obligations pursuant to be reasonably agreed upon by Parent and MLP. Thereafterany listing agreement with or rules of any securities exchange, neither MLP nor Parent shall issue or cause the publication of to consult with each other before issuing any press release or other public announcement (or, to the extent not previously issued or made in accordance with this Agreement) practical, otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby hereby. In addition to the foregoing, except to the extent disclosed in or consistent with the Proxy Statement in accordance with the provisions of Section 9.01, neither Cargill nor IMC shall issue any press release or otherwise make any public statement or disclosure concerning the other party or the other party’s business, financial condition or results of operations without the prior consent of the other party (party, which consent shall not be unreasonably withheld or delayed). Cargill and IMC agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. (b) Except to the extent such notice is not practicable, except at least two Business Days prior to making or issuing any formal communication or correspondence to its or its Subsidiaries’ employees concerning the transactions contemplated by this Agreement or the effects thereof, each party hereto shall provide the other parties with a copy of such proposed communication or correspondence and give the other parties the opportunity to comment on such communication or correspondence and shall not unreasonably reject any comments the other parties shall make. (c) Promptly after the date of this Agreement, IMC and Cargill shall jointly identify the major customers of IMC and the Xxxxxxx Fertilizer Businesses and prepare a communication regarding the Transactions and the consequences of the Transactions to be sent to such customers in form and substance mutually acceptable to such parties. Except as may otherwise be required by Law Law, prior to the Closings, none of IMC, Newco or by Cargill will, nor will they permit their respective Subsidiaries to, send any applicable listing agreement with other communication to any customer of IMC or the NYSE Cargill Fertilizer Businesses regarding this Agreement or other national securities exchange as determined in the good faith judgment Transactions without the prior written consent of the party proposing to make such release other parties (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP consent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6unreasonably withheld).

Public Announcements. The initial press release Except with respect to any Adverse Recommendation Change or announcement made with respect to any Alternative Proposal, Superior Proposal or related matters strictly in accordance with the execution terms of this Agreement, or any dispute between the parties regarding this Agreement shall be a joint press release to be reasonably agreed upon by or the Transactions, Parent and MLP. Thereafterthe Company shall consult with each other before issuing, neither MLP nor Parent shall issue or cause and give each other the publication of opportunity to review and comment upon, any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to the Transactions, including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process, the requirements of NASDAQ or the NYSE, or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system, in which case the issuing Party shall use its reasonable efforts to consult with the other Party before issuing any press release or making any such public statements, except with respect to the matters described in, and subject to the requirements of, Section 5.04, Section 8.01 and Section 8.03, or in connection with any dispute between the Parties regarding this Agreement or Agreement. The Company and Parent agree that the initial press release to be issued with respect to the transactions contemplated hereby without by this Agreement shall be in the form heretofore agreed to by the parties. Nothing in this Section 6.08 shall limit the ability of any party hereto to make internal announcements to their respective employees that are consistent in all material respects with the prior consent public disclosures regarding the transactions contemplated by this Agreement; provided, however, that Company shall provide Parent (and its counsel) with reasonable opportunity to review and comment on any announcements to employees with rights of the other party approval (which consent approval shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of 6.08 shall terminate upon an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Action.

Public Announcements. The initial press release with respect Prior to the execution Closing, none of this Agreement shall be a joint press release to be reasonably agreed upon by any of the Stockholder Representative, the Company, the Parent and MLP. Thereafter, neither MLP nor Parent or any of their respective Affiliates shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby without prior consultation with the prior consent Parent, the Stockholder Representative and any Seller to be named in such release or announcement; provided that the Parties hereto may make disclosures with respect to this Agreement and the transactions contemplated hereby (a) as may be required by applicable Law or listing agreement with or listing rule of a national securities exchange, (b) to their respective employees, accountants, advisors and other representatives as necessary in connection with the other party ordinary conduct of their respective businesses to the extent such Persons have a need to know the information contained in such disclosure(s), and (c) in order to comply with the covenants contained in this Agreement. Notwithstanding the foregoing, the Parent and the Company shall cooperate to prepare a joint press release to be issued on the Closing Date, which consent press release shall not be unreasonably withheld or delayed)mutually acceptable to the Parent and the Company. After the Closing Date, except as may be required by applicable Law or by any applicable listing agreement with or listing rule of a national securities exchange, no press release related to this Agreement and the NYSE transactions contemplated herein, or other national securities exchange as determined in announcements to the good faith judgment employees or customers of the party proposing Company or any of its Subsidiaries, shall be issued without prior written consent of the Parent, the Stockholder Representative and any Seller to make be named in such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6announcement.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Company, Parent and MLP. Thereafter, neither MLP nor Parent Merger Sub shall issue or cause the publication of consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement or any of the transactions contemplated hereby, and none of the parties shall issue any such press release or make any such public filing prior to obtaining the other parties’ consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that a party may, without obtaining the other parties’ consent, issue such press release or make such public announcement (statement or filing as may be required by Law or the applicable rules of any stock exchange or the applicable provisions of any listing agreement of any party hereto, in which case the party required to issue the extent not previously issued press release or made make the public statement shall use commercially reasonable efforts to allow the other parties reasonable time to comment on such press release or public statement in advance of such issuance. Notwithstanding anything herein or in the Confidentiality Agreement, if a party issues any press release or public statement in accordance with the proviso set forth in the immediately preceding sentence, each other party may issue such press release or make such other public statement regarding the fact that the Merger occurred (though in no event disclosing the Merger Consideration or other material terms) and so long as each such press release or public statement is not inconsistent in scope or content with the applicable press release or public statement made by the party that issued such press release or public statement in accordance with the proviso set forth in the immediately preceding sentence. The provisions of this Agreement) with respect Section 7.6 shall not be interpreted to prohibit the sharing by any party of information related to this Agreement or the transactions contemplated hereby without in the prior consent ordinary course of business with such party’s (or such party’s Affiliates’) advisors, employees, officers, directors, limited partners, equity owners, financing sources and similar Persons related to such party or such Affiliate so long as such Persons need to know the disclosed information and are apprised of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of confidential nature thereof and the party proposing to make hereto that is disclosing such release (in which case such party information shall not issue be responsible for any breach by its or cause its Affiliates’ advisors, employees, officers, directors, limited partners, equity owners, financing sources and similar Persons. The parties have agreed upon the publication form of such joint press release or other public announcement without prior consultation with announcing the other party); provided, however, that (a) MLP shall not be required by execution of this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6Agreement.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent Company and MLP. Thereafter, neither MLP nor Parent shall issue or cause consult with each other before issuing, and will provide each other the publication of opportunity to review, comment upon and concur with, and use reasonable best efforts to agree on, any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statements with respect to this Agreement or the Merger and the transactions contemplated hereby 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 withheld, delayed or delayedconditioned), except as either party, after consultation with outside counsel, may be determine is required by Law applicable Law, court process or by obligations pursuant to any applicable listing agreement with the NYSE or other any national securities exchange as determined in or stock market if to the good faith judgment extent practical under the circumstances it has used reasonable best efforts to consult with the other party prior thereto regarding the timing, scope and content of the party proposing to make such release (in which case such party shall not issue or cause the publication of any such press release or other public announcement without prior consultation with the other party)statement; provided, however, that no such consultation shall be required for the Company to make any disclosure or otherwise take any action expressly permitted by Section 5.2. In addition, except (a) MLP to the extent disclosed in or consistent with the Registration Statement or the Proxy Statement in accordance with the provisions of Section 5.3, (b) to the extent necessary to comply with Parent’s periodic reporting obligations under the Exchange Act, (c) for any consent given in accordance with this Section 5.8 or (d) as expressly permitted by Section 5.2, neither party shall issue any press release or otherwise make any public statement or disclosure concerning the other party or the other party’s business, financial condition or results of operations without the consent of such other party, which consent shall not be required unreasonably withheld, delayed or conditioned. The parties agree that the initial press release to be issued with respect to the transactions contemplated hereby shall be in the form agreed to by this Section 5.6 the parties. Notwithstanding the foregoing, after the issuance of any press release or the making of any public statement with respect to consult which the foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any non-public information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in the press release or public statement with respect to a public announcement in connection with which the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6had been consulted.

Public Announcements. The initial press release BRF and the Company shall consult with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication of each other before issuing any press release release, or scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to consult with each other before making any other public announcement (to the extent not previously issued or made statement, in accordance with this Agreement) each case, with respect to this Agreement or the transactions contemplated hereby Transactions, and shall not issue any such press release or make any such other public statement relating to this Agreement or the Transactions without the prior consent of the other party (party, which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be for any such release or announcement that BRF or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or by any applicable listing agreement with the NYSE or other rule of any national or foreign securities exchange as determined in or association upon which the good faith judgment securities of the party proposing to make such release (Company or BRF, as applicable, are listed, in which case such the party shall not issue or cause required to make the publication of such press release or other public announcement without prior consultation shall provide notice to and, to the extent reasonably practicable, consult with the other party); providedparty about, however, that (a) MLP and shall not be required by this Section 5.6 use its reasonable best efforts to consult with any allow the other party with respect reasonable time (taking into account the circumstances) to a public comment on, such release or announcement in connection with advance of such issuance, and the receipt and existence of an MLP Alternative Proposal party will consider any such reasonable comments that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP are timely provided in good faith; provided, furtherhowever, that each party may, without such consultation or consent, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and their respective controlled affiliates may make statements that disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by BRF with the SEC, provided such statements, announcements and disclosures substantially reiterate (and are consistent with statements made in not inconsistent with) previous press releases, public disclosures or public statements made approved in advance by Parent the other party; and provided, further, that, notwithstanding the foregoing, neither BRF nor the Company shall be required to consult with or MLP obtain consents from the other parties hereto before issuing any press release or making any other public statement with respect to any Change in compliance with this Section 5.6Recommendation, Acquisition Proposal or Intervening Event or any action taken in response thereto.

Public Announcements. The parties have agreed upon the initial joint press release and other public communications with respect to the execution of this Agreement shall be a joint Agreement, and will issue such press release to be reasonably agreed upon by Parent and MLPpublic communications promptly following the execution of this Agreement (the “Joint Communications”). ThereafterOther than the Joint Communications, neither MLP nor Parent the parties shall not, and shall cause each of their respective Affiliates and its and their respective Representatives not to, issue or cause the publication of any press release or other public announcement (communications relating to the extent not previously issued or made in accordance with this Agreement) with respect to terms of this Agreement or the transactions contemplated hereby Merger Transactions, without the prior consent written approval of the other party parties (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed), except as may be unless (i) such party determines after consultation with outside counsel that it is required by applicable Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party event written notice to that effect shall not issue or cause the publication of such press release or other public announcement without prior consultation with be first delivered to the other partyparties prior to any such disclosure); provided, however, or (ii) that (a) MLP shall not be required by it consists solely of information previously disclosed in all material respects in previous press releases and public communications in compliance with this Section 5.6 5.8. Notwithstanding anything to consult with any other party with respect to a public announcement the contrary contained herein or in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation Confidentiality Agreement, each of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and the Company (and their respective controlled affiliates Affiliates) may make such public communications regarding this Agreement or the Merger Transactions as it may determine, (A) after consultation with outside counsel, is reasonably appropriate to comply with the rules of the Tokyo Stock Exchange or NASDAQ; or (B) are 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 statements that are consistent with statements made consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made by Parent or MLP the parties in compliance with this Section 5.65.8 and do not reveal material, non-public information regarding the other parties, this Agreement or the Transactions. Furthermore, Parent may make such public communications as it determines reasonably appropriate subject to prior consultation with the Company and compliance with the terms of the Confidentiality Agreement. For the avoidance of doubt, any public filings providing notice to or seeking approval from any Governmental Entity made pursuant to Section 5.7 shall be governed by Section 5.7 and not this Section 5.8. Notwithstanding the foregoing, the restrictions set forth in this Section 5.8 shall not apply to any public release or public announcement made or proposed to be made by the Company to effect an Adverse Recommendation Change in accordance with Section 5.3.

Public Announcements. The initial press release with respect to the execution of regarding this Agreement shall be a mutually acceptable joint press release release. Prior to be reasonably agreed upon by Parent and MLP. Thereafterthe Closing, neither MLP nor Parent no party hereto shall issue or cause the publication of make any press release or other public announcement (to setting forth the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or terms of the transactions contemplated hereby without the prior consent approval of the other party hereto (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed). Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except either Party (or any of its Affiliates) may release information concerning the transactions contemplated hereby at any time after the date of this Agreement, (i) in the manner in which its Affiliates publicly disclosed transactions prior to the date hereof, (ii) to comply with any applicable Laws, including pursuant to governmental regulations and statutes as may be required by Law law for publicly filing entities or pursuant to an order by any applicable listing agreement with a court of competent jurisdiction or (iii) to the NYSE or other national securities exchange as determined extent, in the good faith judgment of the party proposing Buyer’s or Seller’s counsel, accountants, or advisors, as applicable, such disclosure is required to make such release be disclosed (including in which case such party shall not issue or cause the publication of such any registration statement, other disclosure document, press release or public announcement) in connection with such Party’s (or any of its Affiliates’) quarterly earnings results, earnings guidance or capital raising and other public announcement without prior consultation with the other party)fund-raising activities; provided, however, in either of clauses (i) or (ii), such disclosing party shall give the other party a reasonable opportunity to review and comment on such disclosure. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, nothing herein shall limit the right of an Affiliate of either Party that (a) MLP shall not be required by this Section 5.6 is a public reporting company to consult publicly disclose the transaction consistent with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements previously made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.610.9.

Public Announcements. The initial press release with respect to (a) Promptly following the execution of this Agreement Agreement, the Buyer, Parent and the Company shall be issue a joint press release to be reasonably in a form agreed upon by Parent and MLP. Thereafterbetween them in writing (the “Press Release”) announcing such execution. (b) Other than as set forth in the Press Release, neither MLP the Company nor Parent any of the Company Shareholders shall (nor shall any of them permit, as applicable, any of their respective officers, directors, partners, members, shareholders, agents, representatives or Affiliates to), directly or indirectly, issue any statement or cause communication to any third party (other than its agents that are bound by confidentiality restrictions) regarding the publication subject matter of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby hereby, including, if applicable, the termination of this Agreement and the reasons therefor or any disputes or arbitration proceedings, without the prior written consent of the Buyer, other than: (x) as required by applicable Law or by the terms of this Agreement; or (y) as reasonably necessary for the Company to send the notices contemplated by this Agreement. (c) Other than as set forth in the Press Release, neither the Buyer nor Parent shall (nor shall any of them permit, as applicable, any of their respective officers, directors, partners, members, shareholders, agents, representatives or Affiliates to), directly or indirectly, issue any statement or communication to any third party (which other than its agents that are bound by confidentiality restrictions) regarding the subject matter of this Agreement or the transactions contemplated hereby, including, if applicable, the termination of this Agreement and the reasons therefor or any disputes or arbitration proceedings, without the prior written consent shall not be unreasonably withheld of the Company, prior to the Closing, or delayed)the Representative, on or following the Closing, except as may be required by Law or by any applicable listing agreement with Law, the rules applicable to companies listed on the NYSE or other national securities exchange as determined the terms of this Agreement. Notwithstanding anything in this Agreement to the good faith judgment contrary, following Closing, after the public announcement of the party proposing transactions contemplated hereby, the Representative shall be permitted to make such release (in which case such party shall not issue or cause publicly announce that it has been engaged to serve as the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement Representative in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation transactions contemplated hereby as long as such announcement does not disclose any of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation terms of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6transactions contemplated herein.

Public Announcements. The initial (a) Leap Tide Group acknowledges and agrees that neither Party shall issue a press release with respect regarding entry into this Agreement, and that the sole disclosure by the Parties hereto shall be by means of (i) a Current Report on Form 8-K (“Form 8-K”) by the Company and (ii) an amendment to Leap Tide Group’s Schedule 13D (“Schedule 13D/A”), each setting forth the execution material terms of this Agreement. No Party or any of its Affiliates shall make any public statement concerning the subject matter of this Agreement inconsistent with the Form 8-K and Schedule 13D/A. (b) Subject to applicable law, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall be a joint press release have breached this Section 3.06(b), each Party shall refrain from making or, causing to be reasonably agreed upon made, and shall use its reasonable best efforts to cause its Affiliates not to make, any statement or announcement that criticizes or disparages, (i) the other Party, its officers, directors, principals, trustees, managing members or other Affiliates, or any person who has served as an officer, director, principal, trustee or managing member, of such Party, or (ii) any action or inaction or matter taken or not taken by Parent and MLP. Thereafterthe Company, neither MLP nor Parent any decision of the Board or the Company’s officers or any discussion or consideration of the Board. (c) The foregoing shall issue or cause not prevent the publication making of any press release factual statement in any compelled testimony or other public announcement (production of information, either by legal process, subpoena, or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought, applicable listing requirements or otherwise legally required; provided that the party from which such information is compelled shall, to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby without the prior consent of permitted by applicable law, provide the other party (which consent shall not be unreasonably withheld with prior written notice of the making of such compelled disclosure promptly so that such other party may seek a protective order or delayed), except as may be required by Law or by any applicable listing agreement other appropriate remedy and/or waive compliance with the NYSE provisions of this Agreement. If such protective order or other national securities exchange remedy is denied, and such party or any of its representatives are nonetheless legally compelled to disclose such information, such party or its representative, as determined the case may be, will furnish only that portion of such information that is legally required, in the good faith judgment opinion of the party proposing counsel, and will exercise best efforts to make obtain assurances that confidential treatment will be accorded to such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6information.

Public Announcements. The initial press release with respect relating to the execution of this Agreement shall be a joint press release release, the text of which has been agreed to be reasonably agreed upon by Parent each of Acquiror and MLPthe Company. Thereafter, neither MLP nor Parent shall issue between the date of this Agreement and the Closing Date or cause the publication earlier termination of any press release or other public announcement (to the extent not previously issued or made this Agreement in accordance with Section 9.01, unless otherwise required by applicable Law or the requirements of the NYSE (in which case Acquiror and the Company shall each use their reasonable best efforts to consult with each other before making any required public statement or communication and coordinate such required public statement or communication with the other party, prior to announcement or issuance), no party to this Agreement) with respect to Agreement shall make any other public statement or issue any other public communication regarding this Agreement or the transactions contemplated hereby Transactions without the prior written consent of Acquiror and the other party (Company, in each case, which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that each party hereto and its Affiliates may (a) MLP shall not be required by make internal announcements regarding this Section 5.6 Agreement and the Transactions to consult with their respective directors, officers, managers and employees without the consent of any other party hereto and may make public statements regarding this Agreement and the Transactions containing information or events already publicly known other than as a result of a breach of this Section 7.08, and (b) solely with respect to the Blockers and their respective Affiliates, provide their respective prospective and current limited partners (or their equivalent) and their employees, accountants, advisors, investors, representatives and financing sources who have a public announcement need to know, and other representatives, as necessary in connection with the receipt ordinary conduct of their respective businesses (provided that such person is subject to an obligation of confidentiality), general information regarding the subject matter of this Agreement, the Transaction Documents and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation transactions contemplated hereby and thereby, including, in respect of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing Blocker’s Affiliates, the performance of such Affiliate’s investment in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to the Company on a public announcement confidential basis, in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto its or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faithits affiliated fund’s normal fund raising, marketing or reporting activities; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made nothing in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.67.08 shall prohibit the Company or any of its Representatives from communicating with third parties to the extent necessary for the purpose of seeking any third-party consent or approval required to effect the Transactions.

Public Announcements. The initial (a) Seller and Purchaser each shall (i) consult with each other before issuing any press release, making any public statement or otherwise taking any action, the result of which is, could be reasonably be expected to be, or is legally required to result in, the public release with respect of the transactions contemplated by this Agreement; (ii) provide to the execution of this Agreement shall be other Party for review a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the publication copy of any such press release or other public announcement statement before its publication; and (to iii) not issue any such press release or make any such public statement or take any such action that results or could result in the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement publication or the transactions contemplated hereby without legal obligation to publish, prior to such consultation and review and the receipt of the prior consent of the other party (which consent shall not be unreasonably withheld or delayed)Party, except as may be unless and only to the extent, in the reasonable judgment of such Party upon the advice of its counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Mexican Securities Law or by the Exchange Act) or under the rules of any applicable listing agreement with the NYSE or other national securities exchange as determined in on which the good faith judgment securities of such party or any of its Affiliates are listed; provided that, to the party proposing extent so required by applicable Law, the Party intending to make such release (in which case or take any such party action shall not issue or cause the publication of such press release or other public announcement without prior consultation use its commercially reasonable efforts consistent with applicable Law to consult with the other partyParty in advance of such release with respect to the text thereof or with respect to the appropriate course of action. (b) Primary Parties shall furnish each other, prior to their execution, formalization and/or disclosure, as applicable, with any and all materials related to: (i) the authorizations and/or waivers required from its shareholders’ meeting and bondholders (including, without limitation, the call to the shareholders’ meeting, draft of the meeting’s minutes, Corporate Restructure Memorandum, call for holders’ meeting and minutes and any other waivers) of the Transaction by the shareholders’ meeting, and (ii) any disclosure required to be made by the Purchaser, Joint Obligor or its Affiliates pursuant to applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such party or any of its Affiliates are listed (including any proxy filings); provided. The Parties agree that, howeverto the greatest extent possible by applicable Law, that (a) MLP this Agreement and the Ancillary Documents shall not be required filed, quoted, shared and/or disclosed by either Party; provided that this Section 5.6 to consult with any other party with respect to a public announcement in connection with Agreement and the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation Ancillary Documents shall be filed as part of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing Antitrust Filings set forth in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.65.8.

Public Announcements. The initial press release with respect (a) Subject to Section 5.4(b), Section 5.6 and Section 5.7, none of the execution Parties or any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent their respective Representatives shall issue or cause the publication of any press release releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other public announcement (similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the extent not previously issued or made in accordance with this Agreementconfidentiality of such communications) with respect to this Agreement or the transactions contemplated hereby or any subject matter disclosed or required to be disclosed in the Registration Statement / Proxy Statement without the prior written consent of, prior to the Closing, the Company and BHAC or, after the Closing, BHAC; provided however that, each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is BHAC, or BHAC, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with BHAC and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Sponsor and its Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, provided the recipients of such information are subject to customary confidentiality obligations prior to the receipt of such information. (b) The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company and BHAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, BHAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and BHAC shall consider such comments in good faith. The Company, on the one hand, and BHAC, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or BHAC, as applicable) a press release announcing the consummation of the other party transactions contemplated by this Agreement (which consent the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall not cause the Closing Press Release to be unreasonably withheld or delayedreleased. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), except NewCo shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of reasonably necessary for such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6filing.

Public Announcements. The initial press Each of the Company, Parent and Merger Sub agrees that no public release or announcement concerning the Transactions (including any communication required to be filed with respect the SEC pursuant to Rule 14a-12 promulgated under the execution of this Agreement Exchange Act) shall be a joint press release to be reasonably agreed upon issued by Parent and MLP. Thereafter, neither MLP nor Parent shall issue any party or cause the publication of any press release its parent company or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby Subsidiaries without the prior written consent of the other party Company and Parent (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by applicable Law or by the rules or regulations of any applicable listing agreement with the NYSE or other national securities exchange as determined in or Governmental Entity to which the good faith judgment of the relevant party proposing to make such release (is subject, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such party shall not issue release or cause the publication announcement in advance of such issuance. The Company, Parent and Merger Sub agree that the initial press release or other public announcement without prior consultation with announcing the other party); providedexecution and delivery of this Agreement shall be a joint press release of, however, that (a) MLP and shall not be required by issued prior to the approval of each of, the Company, on the one hand, and Parent, on the other hand. Notwithstanding the foregoing provisions of this Section 5.6 to consult 5.06, (i) Parent, the Parent Representatives, the Company and the Company Representatives and Parent’s and the Company’s respective Subsidiaries may make public releases or announcements concerning the Transactions that are not inconsistent with any other party previous press releases or announcements made by Parent and/or the Company in compliance with respect to a public announcement in connection with the receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 5.06, (ii) the Company may make communications to consult its employees in compliance with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that Section 5.07(a), (iii) Parent, the Parent Managing GP Board (upon Representatives, the recommendation of Company and the Parent Conflicts Committee) believes is bona fide Company Representatives and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party Parent’s and their the Company’s respective controlled affiliates Subsidiaries may make public statements that 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 statements are consistent not materially inconsistent with statements made in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other parties, the Merger or MLP the other Transactions and (iv) the restrictions set forth in this Section 5.06 shall not apply to any release or announcement made or proposed to be made in connection with, or in response to, a Change of Board Recommendation that is effected in compliance with this Section 5.65.03.

Public Announcements. The initial press release with respect (a) Subject to Section 6.4(b), Section 6.7 and Section 6.8, none of the execution Parties or any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent their respective Representatives shall issue or cause the publication of any press release releases or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of of, prior to the other party (which consent shall not be unreasonably withheld or delayed)Closing, except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in Company and Parent or, after the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)Closing, TopCo; provided, however, that each Party may make any such announcement or other communication (ai) MLP shall not be if such announcement or other communication is required by this Section 5.6 applicable Law, in which case the disclosing Party and its Representatives shall use reasonable best efforts to consult with any the Company (prior to the Closing) or TopCo (after the Closing), if the disclosing party is Parent, or Parent (prior to the Closing) or Sponsor (after the Closing), if the disclosing party is the Company or TopCo, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other party with respect to communications contain only information previously disclosed in a public announcement statement, press release or other communication previously approved in accordance with this Section 6.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement or in connection with the receipt transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 6.4 or otherwise in this Agreement, the Parties agree that Parent, the Sponsor and existence of an MLP Alternative Proposal that their respective Representatives (i) shall not identify, by name or other identifying characteristic, the MLP Managing GP Board (upon the recommendation Company Shareholders set forth on Section 6.4(a) of the MLP Conflicts Committee) believes Company Disclosure Schedule in any public statement, press release or other communication without the consent of such Company Shareholders (except for any such filing, announcement or other communication that is bona fide required by applicable Law, in which case the Parent, the Sponsor and matters related thereto their respective Representatives shall use reasonable best efforts to consult with such Company Shareholders, to review such announcement or an MLP Adverse Recommendation Change but nothing in this clause (a) communication and the opportunity to comment thereon and the Parent, the Sponsor and their respective Representatives shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent consider such comments in good faith faith) and (ii) may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities. (b) The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company and Parent prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement on the day thereof. Promptly after the execution of this Agreement, Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Parent shall consider such comments in good faith. The Company, on the one hand, and Parent, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Parent, as applicable), prior to the Closing and on the Closing Date, the Parties shall issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the Closing, TopCo shall file a current report containing Form 10 information in accordance with Exchange Act rules (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by this Section 5.6 Securities Laws which Parent shall have the opportunity to consult with any other party with respect review and comment upon prior to a public announcement closing and TopCo shall consider such comments in good faith. In connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation preparation of the Parent Conflicts Committee) believes is bona fide Signing Press Release and the Signing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters related thereto as may be reasonably necessary for such press release or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6filing.

Public Announcements. The initial press release with respect (a) Subject to Section 5.5(b), Section 5.8 and Section 5.9, none of the execution Parties or any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent their respective Representatives shall issue or cause the publication of any press release releases or other make any public announcement (to the extent not previously issued or made in accordance with this Agreement) announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of of, prior to the other party (which consent shall not be unreasonably withheld or delayed)Closing, except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in Company and SPAC or, after the good faith judgment of Closing, the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party)Company; provided, however, that each Party may make any such announcement or other communication (ai) MLP if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with the Company, if the disclosing party is SPAC, or SPAC, if the disclosing party is any Company Party, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with the Company and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.5 and (iii) subject to the terms of Section 5.1, to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the Transactions. Notwithstanding the preceding sentence, the Company shall not be required to obtain prior written consent of SPAC if the Company makes any announcement or communication related to the Company IPO unless such announcement or communication refers to SPAC, DM, this Agreement or the Transactions, in which case the prior written consent of SPAC shall be required (such consent not to be unreasonably withheld, conditioned or delayed), except that the Company may make such announcement or other communication without the prior written consent of SPAC (i) if such announcement or other communication is required by this Section 5.6 applicable Law, in which case the Company and its Representatives shall use commercially reasonable efforts to consult with any SPAC to review such announcement or communication and the opportunity to comment thereon and the Company shall consider such comments in good faith, (ii) to the extent such announcements or other party with respect to communications contain only information previously disclosed in a public announcement statement, press release or other communication previously approved in accordance with this Section 5.5 and (iii) subject to the terms of Section 5.1, to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents, in connection with the receipt and existence of an MLP Alternative Proposal that Transactions or the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and Company IPO. (b) Parent The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company and SPAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement on the day thereof. Promptly after the execution of this Agreement, SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and SPAC shall consider such comments in good faith. The Company, on the one hand, and SPAC, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or SPAC, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), the Company shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by this Section 5.6 to consult with any other party with respect to a public announcement in Securities Laws. In connection with the receipt and existence preparation of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation each of the Parent Conflicts Committee) believes is bona fide Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters related thereto as may be reasonably necessary for such press release or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6filing.

Public Announcements. (a) The initial press release with respect regarding this Agreement and the Contemplated Transactions shall be made on July 30, 2013. Prior to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. ThereafterClosing, neither MLP Buyer nor Parent shall Seller will issue or cause the publication of make any subsequent press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) statement with respect to this Agreement or the transactions contemplated hereby Contemplated Transactions without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed)party, except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of Law; provided, that the party proposing to make such release (in which case such party shall not issue or cause the publication of such any press release or other similar public announcement without prior consultation or communication in compliance with any such disclosure obligations shall use commercially reasonable efforts to consult in good faith with the other partyparty before doing so. Notwithstanding the foregoing and subject to Section 5.8(b); provided, howeverSeller shall be permitted to discuss this Agreement and the Contemplated Transactions during ordinary course investor relations activities (including, that (awithout limitation, Seller’s quarterly earnings conference call) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with without the receipt and existence prior consent of an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and Buyer (b) Parent shall not be required by this Notwithstanding Section 5.6 to consult with any other party with respect to a public announcement in connection with 5.8(a), until the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation first anniversary of the Parent Conflicts CommitteeClosing, (i) believes is bona fide and matters related thereto none of the Chief Executive Officer, the Chief Financial Officer or the Chief Commercial Officer of Seller shall disparage Buyer or the Business, nor shall any of the Chief Executive Officer, the Chief Financial Officer or the Chief Commercial Officer of Seller make statements or act in a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) manner that damages or would reasonably be expected to negotiate with MLP in good faith; providedbe damaging to the relationship between Buyer or the Business on the one hand, further, that each party and their respective controlled affiliates may customers, vendors, wholesellers, landlords or manufacturers on the other hand and (ii) none of the executive officers of Buyer shall disparage Seller or the business of Seller, nor shall any of the executive officers of Buyer make statements or act in a manner that are consistent with statements made in previous press releasesdamages or would reasonably be expected to be damaging to the relationship between Seller or the business of Seller on the hand, public disclosures and their customers, vendors, wholesellers, landlords or public statements made by Parent or MLP in compliance with this Section 5.6manufacturers on the other hand.