Common use of Public Disclosure Clause in Contracts

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the both Purchasers and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasersany Purchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or either Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the both Purchasers and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the Purchasersany Purchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.other

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Acquiror and the Company shall will consult with the each other before issuing, and issue provide each other a joint reasonable opportunity to review, comment upon and concur with, and use its respective commercially reasonable efforts to agree on any press release or public statement with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby hereby, and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall will not issue any such press release or other make any such public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby statement without the prior written consent of the other party (such party, which consent shall not to be unreasonably withheld, conditioned delayed or delayed)conditioned; provided however, except that a party may, without the prior written consent of the other party, issue any such press release or make such statement to the extent a party’s counsel deems such disclosure necessary in order to comply required by law or any listing agreement with Nasdaq or any Law or the regulations or policies of any other applicable national securities exchange or other similar regulatory body (in which case the disclosing party shall give the other market. The parties notice as promptly as is reasonably practicable of any required disclosure hereto have agreed to the extent permitted by applicable Law), shall limit such disclosure to text of the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with joint press release announcing the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partysigning of this Agreement. Notwithstanding anything to the contrary in this Section 4.12foregoing, (i) each of the Purchasers Company and the Company Acquiror may make any public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsand make internal announcements to employees, so long as any such statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made jointly by Acquiror and the Company (or individually, if approved by the other party) and (ii) in the event that there has been a Change of Recommendation pursuant to Section 5.4(d) hereof, neither the Company nor Acquiror will have any further obligation to consult with each other, and do not reveal materialagree, non-before issuing any press release or otherwise making any public information regarding statement with respect to the other parties or the transactions contemplated in Acquisition, this Agreement, the Scheme Document, the Offer Documents, the Schedule 14D-9 or any Acquisition Proposal.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser, Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with 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 or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Purchaser and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of The initial press release relating to this AgreementAgreement shall be a joint press release, each of the Purchasers and thereafter Parent and the Company shall consult with each other before issuing, and provide each other the other reasonable opportunity to review and issue a joint press release with respect to the execution of this Agreementcomment upon, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) statements with respect to the transactions contemplated hereby Mergers or thereby the Contemplated Transactions, and shall not issue any such press release or make any such public statement without the prior other Person’s written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any as may be required by applicable Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partylegal process. Notwithstanding anything the foregoing: (a) each party may, without such consultation or consent, make announcements to the contrary in this Section 4.12, each of the Purchasers and the Company may make employees or any public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsconferences, so long as any such statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party); (b) subject to any other applicable terms of this Agreement, either Party may make any disclosures, without the other Party’s prior written consent (but, in the case of the Company, with prior notice), in the Company and SEC Documents or Parent SEC Documents, as applicable, as may be required by applicable federal securities Laws; (c) a party may, without the prior consent of the other party but subject to giving advance notice to the other party, issue any such press release or make any such public announcement or statement as may be required by any applicable Law. The restrictions of this Section 6.08 do not reveal material, non-public information regarding the other parties apply to communications in connection with and following a Company Adverse Recommendation Change or the transactions contemplated Parent Adverse Recommendation Change in this Agreementcompliance with Section 6.04.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release (to be furnished by the Company to the SEC on Form 6-K) with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (body, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party Party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParty. Notwithstanding anything to the contrary in this Section 4.127.17, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision From the date of this AgreementAgreement until Closing or termination, each the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Purchasers Company and the Signing Stockholders) or the Company shall consult with (in the other case of Parent), except as required by any legal requirement or by the rules and issue regulations of, or pursuant to any agreement of a joint press release stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to announcement. If any party determines with the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent advice of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises that it is required to comply make this Agreement and the terms of the transaction public or otherwise issue a press release or make public disclosure with such Law or regulationsrespect thereto, and if reasonably practicableit shall, shall at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to disclosure, seek such disclosure from confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other partyparty and disclose only such information as is legally compelled to be disclosed. Notwithstanding anything This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. In accordance with the foregoing, the parties hereto agree that Parent will prepare and file a Current Report on Form 8-K pursuant to the contrary Exchange Act to report the execution of this Agreement. Any language included in this Section 4.12, each of the Purchasers and the Company such Current Report may make public statements be used by Parent 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 not materially inconsistent with previous press releases, public disclosures or public statements other filings made by it with the Company SEC and do not reveal material, non-public information regarding the in other parties or documents distributed by Parent in connection with the transactions contemplated in by this AgreementAgreement without further review or consent of the Signing Stockholders or the Company.

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release of the Company with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyno press release shall be issued by any Party hereto without the prior written consent of the other Party. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with the Securities Act, the Exchange Act, or any other Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable LawLaws), in which case such Party shall make reasonable efforts to limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyapplicable Laws. Notwithstanding anything to the contrary in this Section 4.126.03, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12contained herein, each except as may be required to comply with the requirements of any applicable Law and the rules and regulations of any stock exchange upon which the securities of one of the Purchasers parties is listed, from and after the Company may make date hereof, no press release or similar public statements announcement or communication shall be made or caused to be made by either party and/or any of such party’s Affiliates relating to this Agreement or the Transaction unless specifically approved in response to specific questions advance by the pressother party; provided, analystshowever, investors that: (a) the parties jointly may issue one or those attending industry conferences or financial analyst conference calls, so long as any more press release(s) announcing entry into this Agreement and/or the Closing; (b) either party may issue such statements are not materially inconsistent with previous press releases, public disclosures announcements or public statements made communications or make such SEC filings as it determines are reasonably necessary to comply with applicable Law (including disclosure requirements of the SEC) or with the requirements of any stock exchange on which securities issued by a party or its Affiliates are traded; (c) Seller may deliver such communications to its shareholders regarding this Agreement and the Company Transactions as may be required by applicable Law; (d) after the Closing, Buyer shall not be subject to any restrictions under this Section 9.6, and do not reveal material(e) after the Closing, non-public information regarding Seller may issue press releases or otherwise publicly announce the receipt and, when received, the amounts of Milestone Payments and Royalty Payments hereunder. Seller and Buyer will consult with each other parties or concerning the means by which the counterparty(ies) to any Assigned Contract will be informed of the transactions contemplated in by this Agreement, and Buyer will have the right to be present for any such communication.

Public Disclosure. Without limiting (a) Purchaser and its Affiliates shall have the right to issue press releases at any other provision of this Agreementtime and in any form, each of provided that, for the Purchasers and the Company shall consult with the other and issue a joint initial press release with respect to following the execution of this Agreement, both Purchaser and Seller and their respective Affiliates may issue a press release as long as (i) such press release is provided to the Notes other Party for its review and comment, and (ii) the transactions contemplated hereby and therebyother Party approves the issuance of such initial press release, such approval not to be unreasonably withheld or delayed. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall Seller agrees not to issue any press release or other public announcement statement, whether written, electronic, oral or communication (to otherwise, disclosing the extent not previously publicly disclosed or made in accordance with existence of this Agreement) with respect to , the terms hereof, the transactions contemplated hereby therein, or thereby any information relating to or development made under this Agreement without the prior written consent of Purchaser, provided that Seller shall not be required to seek the other party permission of Purchaser to repeat any such information that has already been publicly disclosed by Purchaser or its Affiliates or licensees so long as such information remains true, correct and consistent with the most recent information publicly disclosed by Purchaser or its Affiliates or licensees on the applicable topic as of such time of disclosure by Seller. (such consent b) However, the provisions of this Section 8.7 shall not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such prohibit (i) any disclosure necessary in order required to comply with the requirements of any applicable Law or the regulations or policies rules of any securities nationally recognized stock exchange or other similar regulatory body (in which case the disclosing party such Party shall give notify the other parties notice Party promptly and shall use commercially reasonable efforts to provide the other Party with a copy of the contemplated disclosure prior to submission or release, as promptly as is reasonably practicable the case may be), and (ii) any disclosure made in connection with the enforcement of any required disclosure right or remedy relating to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties Agreement or the transactions contemplated in this Agreementherein.

Public Disclosure. Without limiting any other provision of Except as otherwise contemplated in this AgreementSection 6.4, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, No party shall issue any press release or other public announcement or communication (relating to the extent not previously publicly disclosed subject matter of this Agreement or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby by this Agreement without the prior written consent approval of the other party parties; provided, however, that (such consent not to be unreasonably withhelda) the Buyer may make any public disclosure it believes in good faith, conditioned or delayed)based on the advice of counsel, except to the extent a party’s counsel deems such disclosure necessary in order to comply with any is required by applicable Law or the regulations or policies of any securities exchange or other similar regulatory body stock market rule (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure use reasonable best efforts to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with advise the other party regarding and provide them with a copy of the proposed disclosure prior to making the disclosure), (b) the Seller may disclose such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything information to the contrary in this Section 4.12, each shareholders of the Purchasers and Seller that it is advised by counsel is required by Bahamian Law in order to obtain the Company may make public statements Seller Shareholder’s Approval, (c) no such prior approval shall be required in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as connection with any such statements are not materially inconsistent with previous press releases, public disclosures release or public statements made by disclosure if the Company and do not reveal material, non-contents of such press release or public information regarding the other parties or disclosure that relate to the transactions contemplated by this Agreement are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement, and (d) the Buyer and its Affiliates shall not be bound by the provisions of this Section 6.4 following the Closing Date. Nothing herein shall prevent Perceptive or any Affiliate thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictions regarding its status as an investor in the Company, the material financial terms of the transaction, its return on investment and such other information as it may be legally or contractually required to disclose.

Public Disclosure. Without limiting any other provision of this Agreement, each of the both Purchasers and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasersany Purchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or 26 either Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this AgreementFrom and after the Closing, each of the Purchasers and the Company parties hereto shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue before issuing any press release or other otherwise making any public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) statements with respect to this Agreement or any of the transactions contemplated hereby or thereby without the prior written consent by this Agreement, and none of the parties shall issue any such press release or make any such public statement prior to obtaining the other party parties’ consent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided that Seller and Purchaser (and their respective Affiliates) may, except to without obtaining the extent a other party’s counsel deems such prior written consent, make any filing or disclosure necessary in order with respect to comply with this Agreement or any of the transactions contemplated by this Agreement (i) as Seller or Purchaser, as applicable, reasonably determines may be required by Law (including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder) or the regulations or policies rules of any securities national stock exchange applicable to such party, or other similar regulatory body (otherwise determines that such filing or disclosure is appropriate or advisable in light of such party’s status as a public reporting company, in which case the disclosing such party shall give endeavor, on a basis reasonable under the other parties notice as promptly as is reasonably practicable of any required disclosure circumstances, to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding before making such filing or disclosure with respect to this Agreement or any of the transactions contemplated by this Agreement (and give good faith consideration if such prior consultation is not reasonable under the circumstances, to any suggested changes to such disclosure from promptly inform the other party. Notwithstanding anything to the contrary in this Section 4.12, each party of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors such filing or those attending industry conferences disclosure) or financial analyst conference calls, so long (ii) as any such statements are not materially inconsistent with the previous press releases, public disclosures statements or public statements disclosures made by Seller or Purchaser (or their Affiliates) in compliance with this Section 8.2 (provided the Company and do direct and/or indirect investors in Purchaser (and/or their respective affiliates) are not reveal material, non-public information regarding the other parties named or the transactions contemplated in identified (except for any affiliate of Seller). The provisions of this AgreementSection 8.2 shall survive Closing.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchasers, Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with 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 or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyhereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, (a) the Company may disclose this Agreement, the Note and the transactions contemplated hereby in a Form 6-K, (b) the Company may make such disclosure as is required under the relevant stock exchange rules or by the SEC and (c) each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Purchaser and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.126.10, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company Parties shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyhereby. Thereafter, neither none of the Company nor the PurchasersParties, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed)Parties, except to the extent a partyParty’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party Parties regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParties). Notwithstanding anything to the contrary in this Section 4.128.2, each of the Purchasers Ctrip Parties and the Company Seller may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Company Parties or otherwise made in accordance with this Section 8.2 and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and Parties will issue a joint press release mutually agreeable to both Parties with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreement and the transactions contemplated hereby and thereby. Thereafter, Thereafter neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Applicable Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Party prior written notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Applicable Law or regulations, and if reasonably practicable, shall consult with the other party Party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParty. Notwithstanding anything to the contrary in this Section 4.126.15, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by without the press, analysts, investors or those attending industry conferences or financial analyst conference callsother Party’s consent, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Party or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release of the Company with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyno press release shall be issued by any Party hereto without the prior written consent of the other Party. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with the Securities Act, the Exchange Act, or any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable LawLaws), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyapplicable Laws. Notwithstanding anything to the contrary in this Section 4.126.02, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company Party shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the Purchasersno Party, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release (to be furnished by the Company to the SEC on Form 6-K) with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.11, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of The parties agree that the Purchasers and the Company shall consult with the other and issue a joint initial press release to be issued with respect to the execution and delivery of this Agreement shall be in the form mutually agreed upon by Buyer and the Company. Neither the Company nor any of its Representatives shall issue any statement or communication to any third party (other than (a) its Representatives that are bound by confidentiality restrictions, (b) to a Governmental Entity to the extent required in the making of any filing or notification required in connection with the transactions described herein or to respond to any request for information or documents made by a Governmental Entity investigating the transactions described herein, (c) as reasonably necessary for the Company to obtain the Requisite Shareholder Approval and to provide such other notices and to seek and obtain such other agreements, instruments, consents and approvals of Company Securityholders and other third parties contemplated by this Agreement, (d) as otherwise expressly contemplated by this Agreement or (e) such statements or communications regarding this Agreement or the Merger that are consistent with previous press releases or public announcements made pursuant to this Section 11.4 or otherwise by Buyer) regarding the subject matter of this Agreement or the transactions contemplated hereby, without the consent of Buyer; provided, however, that in the event that any party hereto alleges a breach of this Agreement, the Notes Company and its Representatives may make disclosures as needed to prosecute or defend against such allegations to persons involved in dispute resolution proceedings (e.g., courts, attorneys, witnesses); provided, further, that in the event of termination of this Agreement pursuant to the terms hereof prior to the Effective Time, (i) Buyer and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any will use good faith efforts to agree upon a joint press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party made regarding such disclosure termination and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and (ii) the Company may make such public communications regarding this Agreement or the Merger as are reasonably necessary to correct any untrue or misleading statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements publicly made by the Company and do not reveal material, non-public information any Person regarding the other parties this Agreement or the transactions contemplated Merger to the extent such communications are contained in this Agreementthe agreed press release.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release release, to be furnished by the Company to the SEC on Form 6-K, with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (body, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.11, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue on the issuance of a joint press release with respect to the execution of this Agreement, Agreement and the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure is necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties party notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.125.10, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties party or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser Representative and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Registration Rights Agreement and the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.126.11, each of the Purchasers Purchaser Representative and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this AgreementOn or shortly after the Effective Date, each of the Purchasers and the Company and Purchaser shall consult with the other and issue a joint press release in a form mutually agreed to by the Company and Purchaser. In addition, the Company shall file a Current Report on Form 8-K with the SEC within the time period required by such form and including such disclosures as required by such form with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and thereby. Thereafterherein, neither such Current Report on Form 8-K to be in a form mutually agreed to by the Company nor and Purchaser. No other written release, public announcement, disclosure or filing concerning the Purchaserspurchase of the Shares, nor any of their respective Subsidiaries this Agreement or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby shall be issued, filed or furnished, as the case may be, by any party without the prior written consent of the other party (such which consent shall not to be unreasonably withheld, conditioned or delayed)) and, except as set forth in this Section 10.15, the parties agree to keep the terms of this Agreement confidential. Notwithstanding the foregoing, the parties acknowledge and agree that applicable Law or the requirements of a national securities exchange or another similar regulatory body may require either party to file or otherwise disclose a copy of this Agreement. The party required to make such filing or otherwise disclose shall notify the other party and shall, to the extent a party’s counsel deems possible, provide the other party with at least five (5) Business Days to request redactions thereof prior to making such disclosure necessary filing or disclosure. The disclosing party shall use commercially reasonable efforts to procure confidential treatment of such proposed redactions pursuant to the Securities Act and the Exchange Act, in order each case as amended, and the rules, regulations and guidelines promulgated thereunder, or any other applicable Law or the rules, regulations or guidelines promulgated hereunder; provided that the foregoing shall not prevent the party from making such public disclosures as it must make to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party Parties regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParties. Notwithstanding anything to the contrary in this Section 4.126.15, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by without the press, analysts, investors or those attending industry conferences or financial analyst conference callsother Party’s consent, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision From the date of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution Agreement until Closing or termination of this Agreement, the Notes Parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no Party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transactions contemplated hereby without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent, Holdco or Merger Sub), except as required by any applicable Legal Requirements or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system (but subject to the terms of Section 5.3). Each Party will not unreasonably withhold approval from the others with respect to any press release or public announcement. Subject to the terms of Section 5.3, if any Party determines with the advice of counsel that it is required to make this Agreement and the terms of the transactions contemplated hereby public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other Parties regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or such transactions as may be reasonably requested by the other Party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any Party to its counsel, accountants and other professional advisors. Nothing in Section 5.5, this Section 5.6 or elsewhere in this Agreement or the Confidentiality Agreement shall restrict or prohibit (a) the Company from communicating with the Sellers relating to this Agreement, the Mergers and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor or (b) any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or disclosure made in accordance connection with the enforcement of any right or remedy relating to this Agreement) with respect to the transactions contemplated hereby Agreement or thereby without the prior written consent any of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this AgreementTransaction Documents.

Public Disclosure. Without limiting any other provision of this AgreementOn or before March 31, each of the Purchasers and 2022, the Company shall consult with the other and issue a joint press release with respect file an amendment to the execution of this Agreement, Registration Statement including the Notes and preliminary prospectus to reflect the transactions contemplated hereby and therebyhereby, which shall reference the investment by the Investor. ThereafterNo other written release, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to filing concerning the transactions contemplated hereby by this Agreement shall be issued, filed or thereby furnished, as the case may be, by any party without the prior written consent of the other party (such which consent shall not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems as such disclosure necessary in order to comply with any Law release, announcement or filing as may be required by law or the rules or regulations or policies of any securities exchange or other similar regulatory body (exchange, in which case the disclosing party shall give required to make the other parties notice as promptly as is reasonably practicable of any required disclosure release or announcement shall, to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with allow the other party regarding reasonable time to comment on such disclosure release or announcement in advance of such issuance. The provisions of this Section shall not restrict the ability of a party to summarize or describe the transactions contemplated by this Agreement in the Registration Statement or any registration statements, reports, schedules, forms, prospectuses, proxy statements and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything documents filed with or furnished to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, SEC so long as the other party is provided a reasonable opportunity to review such disclosure in advance; provided that, the Investor shall have the right to review and consent to the portions of any such statements are disclosure which refers to the names of the Investor and any of its affiliated persons or entities, including the preliminary prospectus and the amendment to the Registration Statement referenced in the first sentence of this paragraph (which consent shall not materially inconsistent with previous press releasesbe unreasonably withheld, public disclosures conditioned or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreementdelayed).