Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. The initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change.

Public Statements and Disclosure. The parties agree that the initial press releases concerning this Agreement will release to be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than issued with respect to the portion of any communication relating Transactions shall be in the form heretofore agreed to a Company Board Recommendation Change)by the parties. Thereafter, neither the Company, on the one hand, and nor Parent and Merger Sub, on the other hand, will consult with shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the Transactions without the prior written consent of the other Parties before parties (a) participating in any media interviews; (b) engaging in any meetings which consent shall not be unreasonably withheld, conditioned or calls with analystsdelayed), institutional investors except as such release or other similar Persons; announcement is required by applicable Law or (c) providing any statements that are public the rules or are reasonably likely to become publicregulations of NASDAQ or NYSE, as applicable, in each which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the extent matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything foregoing, (a) to the contrary extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the Confidentiality Agreementextent replicated in whole or in part in any subsequent press release or other announcement, and (ib) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties (parties or individually if approved by the other Party)parties, or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage otherwise in compliance with this Section 7.4, and provided, that such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by do not reveal material nonpublic information regarding this Agreement or the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeTransactions.

Public Statements and Disclosure. The Each of the initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, prepared by the Company (other than and Parent, with respect to the portion execution of any communication relating this Agreement shall be in the form previously agreed to a Company Board Recommendation Change), on by the one handParties, and following such initial press releases, the Company and Parent and Merger Sub, on the other hand, will shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon (and consider in good faith any comments made by the other Parties before (a) participating in relation to), any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors press release or other similar Persons; public statements (or (c) providing any statements that are public or are reasonably likely to become public) with respect to the Transaction and shall not issue any such press release or make any such public statement prior to such consultation and without the prior written consent of (x) the Company in the case of any such press release or public statement by Parent or Merger Sub or (y) Parent in the case of any such press release or public statement by the Company (which consent shall not be unreasonably withheld or delayed), in each case except that no such consent shall be required for any such press release or public statement required by applicable Law, court process or by obligations pursuant to any rules of, or listing agreement with, any national securities exchange or national securities quotation system (and then only after as much advance notice to the other Parties and consultation as is feasible) if the applicable Party has provided a right to review such press release or public statement (to the extent relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) permissible); provided that neither the Company will not nor Parent shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent with public statements previously made in accordance with this Section 6.11 or any communications plan previously agreed to by Parent and the Company. Notwithstanding the foregoing, the restrictions set forth in this Section 6.11 shall not apply to the portion of any release or public statement (Ai) required made or proposed to be made by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releasesrespect to an Acquisition Proposal, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or a Company Board Recommendation Change; and Change made in accordance with this Agreement or any action taken pursuant thereto or (ii) Parent in connection with any dispute or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by Legal Proceeding between the Parties (regarding this Agreement or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeMerger.

Public Statements and Disclosure. The initial press releases concerning this Agreement will be reasonably acceptable to Parent and None of the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or public disclosure concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except (x) as such release or announcement may be required by applicable Law or the rules or regulations of any applicable Israeli, United Kingdom or United States securities exchange or regulatory or Governmental Authority to which the relevant party, or an Affiliate thereof, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use commercial reasonable efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that, to the extent so required by such applicable Law, rules, regulations, exchange or authority, the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party) and (y) each party may disseminate information substantially consistent with information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding the foregoing, (a) nothing in this Section 7.6 shall limit the Company’s or the Company Board’s rights to make public statements about its actions under Section 5.2, Section 5.3 or Section 9.1 without prior consultation, or limit or Parent or Merger Sub’s rights to make public statements related thereto, (b) the Company will no longer be required to consult with Parent, and Parent and Merger Sub will no longer be required to consult with the other Parties before (a) participating Company, in connection with any media interviews; (b) engaging in such press release or public statement if the Company Board has made any meetings or calls with analysts, institutional investors or other similar Persons; or Company Board Recommendation Change and (c) providing the requirements of this Section 7.6 shall not apply to any statements that are public disclosure by the Company or are reasonably likely to become public, Parent or Merger Sub of any information concerning this Agreement or the transactions contemplated hereby in each case to connection with any dispute between the extent relating to parties regarding this Agreement, the Transactions Merger or the other Parties. Notwithstanding transactions contemplated by this Agreement; provided, that in the foregoing or anything case of any of clauses (a)-(c), to the contrary in the Confidentiality Agreement, (i) the Company will extent not be obligated to engage in such consultation with respect to communications that are (A) required prohibited by applicable Law; , the disclosing party gives the other party reasonable advance notice of (Bincluding the contents of) principally directed to employees its intended disclosure. For the avoidance of doubt, nothing in this Section 7.6 shall affect any other obligation or limit any right of the Company or Parent under this Agreement, including under Section 5.2 and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeSection 5.3.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and the Buyer Parties, on the other hand, will each be reasonably acceptable to Parent the Company and the CompanyParent. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Subthe Buyer Parties, on the other hand, will use their respective reasonable best efforts to consult with Parent or the other Parties Company, respectively, before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to the Merger or the transactions contemplated by this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (iI) the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other PartyParent), or ; (Ciii) solely to the extent related to a Superior Proposal Proposal, Intervening Event or Company Board Recommendation Change; or (iv) with respect to any actual Legal Proceeding between the Company or any of its Affiliates, on the one hand, and any Buyer Party and any of its Affiliates, on the other hand, and (iiII) Parent or Merger Sub the Buyer Parties will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law; , regulation or stock exchange rule or listing agreement, (Bii) principally directed at to any existing or prospective general or limited partners, equity holders, members and investors of its Affiliates any TA Person or CD&R Person so long as such communications are consistent with prior communications previously agreed to by Parent and its the Company and their Affiliatesdo not add additional material information not included in such previous communication, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal an Acquisition Proposal, Intervening Event or Recommendation Change or (iv) with respect to any actual Legal Proceeding between the Company Board Recommendation Changeor any of its Affiliates, on the one hand, and any Buyer Party or any of its Affiliates, on the other hand.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to unless the termination Company Board, acting upon the recommendation of this Agreement pursuant to Section 8.1the Company Special Committee, or the Company Special Committee has made a Company Recommendation Change, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change)and its Representatives, on the one hand, and Parent and Merger SubSub and their respective Representatives, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (i) principally directed to its employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates, or with parties to the Equity Commitment Letters or the Debt Financing Sources, related to this Agreement, the Transactions Transaction Documents, the Equity Financing or the other PartiesDebt Financing; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.14 and which do not add additional material information not included in such previous disclosure. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company Parent will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees its existing or prospective general or limited partners, equity holders, members and investors of the Company and Parent or its Subsidiaries Affiliates, so long as such communications are consistent in all with prior communications previously agreed to by Parent and the Company and do not add additional material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will information not be obligated to engage included in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changecommunication.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company and its Representatives (other than with respect to unless the portion of any communication relating to Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, and Parent and Merger SubSub and their respective Representatives, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions Agreement or the other PartiesMerger. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreementforegoing, (iA) the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to in all material respects writing by Parent and the Company (in which case such communications may be made consistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Partysuch plan), ; or (Ciii) solely to the extent principally related to a Superior Proposal or Company Board Recommendation Change; and (iiB) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required disclosures or communications by applicable Law; or (B) principally directed at any of its Affiliates and its Parent, Merger Sub and their AffiliatesAffiliates to existing or prospective general or limited partners, Representativesequity holders, members, managers and investors of such Person or other Persons in the ordinary course any Affiliates of businesssuch Person, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party)restrictions; or and (C) solely neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are reasonably related to any dispute or Legal Proceeding among the Parties or their respective Affiliates, or with parties to the extent Equity Commitment Letter or the Debt Financing Sources, related to a Superior Proposal this Agreement, the Transaction Documents, the Equity Financing or Company Board Recommendation Changethe Debt Financing.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Superior Proposal (or an Acquisition Proposal which could constitute or could reasonably expected to lead to a Superior Proposal) or a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Merger, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (i) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law, regulation or stock exchange rule or listing agreement; (B) principally directed to employees of the Company employees, suppliers, customers, partners or vendors or other commercial and its Subsidiaries business relationships so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal (or an Acquisition Proposal which could constitute or could reasonably expected to lead to a Superior Proposal) or Company Board Recommendation ChangeChange or (D) descriptions of the Transactions which are consistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party) and (ii) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or 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 deal descriptions on such Person’s website in the ordinary course of business (but with respect to such deal descriptions, only to the extent that such descriptions are consistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party)).

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company and its Representatives (other than with respect to unless the portion of any communication relating to Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, and Parent and Merger SubSub and their respective Representatives, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions Agreement or the other PartiesMerger. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreementforegoing, (iA) the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to in all material respects writing by Parent and the Company (in which case such communications may be made consistent with the previous press releases, public disclosures or public statements made jointly by the Parties such plan); (or individually if approved by the other Party), or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; or (iv) made by the Company from and after a Company Board Recommendation Change (iiB) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required disclosures or communications by applicable Law; or (B) principally directed at any of its Affiliates and its Parent, Merger Sub and their AffiliatesAffiliates to existing or prospective general or limited partners, Representativesequity holders, members, managers and investors of such Person or other Persons in the ordinary course any Affiliates of businesssuch Person, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party)restrictions; or and (C) solely neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are reasonably related to any dispute or Legal Proceeding among the Parties or their respective Affiliates, or with parties to the extent Equity Commitment Letter or the Debt Financing Sources, related to a Superior Proposal this Agreement, the Transaction Documents, the Equity Financing or Company Board Recommendation Changethe Debt Financing.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreement, the Transactions Merger or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality AgreementTransactions, except that (ix) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or 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.

Public Statements and Disclosure. The initial press releases concerning release with respect to the execution and delivery of this Agreement will and the Merger shall be a joint press release reasonably acceptable to Parent the Company and the CompanyParent. Thereafter, (i) each of the Company, Parent and Merger Sub agrees that no public filing, release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the Company and Parent (which consent shall not be unreasonably withheld or delayed), except that no consent shall be required for any such filing, release or announcement required by applicable Law, regulation or stock exchange rule or listing agreement if the applicable party has provided a right to review such filing, release or announcement in advance (to the termination of this Agreement pursuant to Section 8.1extent permissible), and (ii) the Company (other than with respect to the portion of any communication relating to a an Acquisition Proposal or Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Merger, and, in the Transactions or the other Parties. Notwithstanding case of each of the foregoing clauses (a) through (c), in which any statements or anything to the contrary in the Confidentiality Agreement, (i) the Company communications therein will not be inconsistent with public statements previously approved in accordance with this Section 6.13, except that none of the Parties will be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company employees, suppliers, customers, partners or vendors and its Subsidiaries so long as such communications are consistent in all material respects not inconsistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if previously approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation accordance with respect to communications that are (A) required by applicable Lawthis Section 6.13; or (Biii) principally directed at any of its Affiliates and its disclosures or communications by Parent, Merger Sub and their AffiliatesAffiliates to existing or prospective general or limited partners, Representativesequity holders, members, managers and investors of such person or other Persons in the ordinary course any Affiliates of businesssuch person, in each case who are subject to customary confidentiality restrictions or are otherwise consistent restrictions, and deal descriptions on such Person’s website in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changeordinary course of business.

Public Statements and Disclosure. The initial press releases release concerning this Agreement Agreement, the Offer and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Offer and the Merger, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (ix) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or 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 deal descriptions on such Person’s website in the ordinary course of business.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change)Company, on the one hand, and Parent and Merger Acquisition Sub, on the other handhand (in each case, unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change) will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions Agreement or the other PartiesMerger. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreementforegoing, (i) neither Parent nor the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners, analysts, financial media, investors, shareholders or vendors so long as such communications are consistent in all material respects with the previous press releaseswith, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party)and do not include additional information than was not disclosed in, or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent principally related to a Superior Proposal or Company Board Recommendation Change; or (iv) with respect to any Legal Proceedings among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Merger, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (ix) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or 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.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company and its Representatives (other than with respect to unless the portion of any communication relating to Company Board (or a committee thereof) has made a Company Board Recommendation ChangeChange or otherwise in connection with an Acquisition Proposal in accordance with Section 5.4), on the one hand, and Parent and Merger SubSub and their respective Representatives, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions Agreement or the other PartiesMerger. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreementforegoing, (i) the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to by Parent and the Company (in all material respects which case such communications may be made consistent with the previous press releases, public disclosures or public statements made jointly by the Parties such plan); (or individually if approved by the other Party), or (Ciii) solely to the extent related to a Superior an Acquisition Proposal or Company Board Recommendation ChangeChange or, in each case, any action taken pursuant thereto; and (iiiv) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Lawany dispute or Legal Proceeding among the Parties or their respective Affiliates, related to this Agreement or the Transaction Documents; or (Bv) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changein compliance with this Section 6.13.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Superior Proposal (or an Acquisition Proposal that could constitute or could reasonably be expected to lead to a Superior Proposal) or a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before before: (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Merger, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (i) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law, regulation, OTCQX Disclosure Guidelines or the OTC Rules; (B) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); (C) solely to the extent related to a Superior Proposal (or an Acquisition Proposal that could constitute or could reasonably be expected to lead to a Superior Proposal) or Company Board Recommendation Change; or (D) descriptions of the Transactions that are consistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required disclosures or communications by applicable Law; or (B) principally directed at any of its Affiliates and its Parent, Merger Sub and their AffiliatesAffiliates to existing or prospective general or limited partners, Representativesequity holders, members, managers and investors of such Person or other Persons in the ordinary course any Affiliates of businesssuch Person, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changerestrictions.

Public Statements and Disclosure. The initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, Agreement or the Transactions or (d) making, issuing or providing any statement or communication principally directed to employees, suppliers, customers, partners or vendors of the Company and its Subsidiaries (other Partiesthan ordinary course communications consistent with past practice), in each case to the extent relating to this Agreement or the Transactions. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, limited partners, members, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Transactions of the Company, on the one hand, and the Buyer Parties, on the other hand, will each be reasonably acceptable to Parent and the Companyeach Party. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Subthe Buyer Parties, on the other hand, will consult with obtain the consent of the other Parties Party, which shall not be unreasonably withheld, conditioned or delayed, before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality transactions contemplated by this Agreement, except that (iA) the Company will not only be obligated to engage in such consultation and good faith consideration of Parent’s views with respect to communications that are (A1) required by applicable Law; , regulation or stock exchange rule or listing agreement or (B2) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other PartyParent), or and not with respect to communications that are (Cx) solely to the extent related to a Superior Proposal Proposal, Intervening Event or Company Board Recommendation Change; and or (iiy) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; any actual Legal Proceeding between the Company or (B) principally directed at any of its Affiliates Affiliates, on the one hand, and its the Buyer Parties and their Affiliates, Representativeson the other hand. With respect to any communication required by applicable Law or any listing agreement with or rule of any national securities exchange or association, investors or the Party required to make the communication shall use commercially reasonable efforts to afford the other Persons Party reasonable time to consider the communication and include in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in such communication all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved comments reasonably proposed by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changeparty.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company and its Representatives (other than with respect to unless the portion of any communication relating to Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, and Parent and Merger SubSub and their respective Representatives, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions Agreement or the other PartiesMerger. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreementforegoing, (iA) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are required by applicable Law; (B) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (Bi) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to by Parent and the Company (in all material respects which case such communications may be made consistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), such plan) or (Cii) solely to the extent principally related to a Superior Proposal or Company Board Recommendation Change; and , (iiC) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required disclosures or communications by applicable Law; or (B) principally directed at any of its Affiliates and its Parent, Merger Sub and their AffiliatesAffiliates to existing or prospective general or limited partners, Representativesequity holders, members, managers and investors of such Person or other Persons in the ordinary course any Affiliates of businesssuch Person, in each case who are subject to customary confidentiality restrictions no less restrictive than the Confidentiality Agreement; and (D) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are otherwise consistent in all material respects with reasonably related to any dispute or Legal Proceeding between the previous press releasesCompany or its Affiliates, public disclosures on the one hand, and Parent, its Affiliates or public statements made jointly by the Parties (parties to the Equity Commitment Letter or individually if approved by the Debt Financing Sources, on the other Party); or (C) solely to the extent hand, related to a Superior Proposal this Agreement, the Transaction Documents, the Equity Financing or Company Board Recommendation Changethe Debt Financing.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and the Buyer Parties, on the other hand, will each be reasonably acceptable to Parent and the Companyother Party. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Subthe Buyer Parties, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to the Merger or the transactions contemplated by this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (iI) the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal Proposal, Intervening Event or Company Board Recommendation Change; or (iv) with respect to any actual Legal Proceeding between the Company or its Affiliates, on the one hand, and the Buyer Parties and their Affiliates, on the other hand, and (II) Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to any existing or prospective general or limited partners, equity holders, members and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication.

Public Statements and Disclosure. The initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than release with respect to the portion execution of any communication relating this Agreement shall be a joint press release in the form reasonably agreed to a Company Board Recommendation Change), on by the one handParties, and following such initial press release, the Company and Parent and Merger Sub, on the other hand, will shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other Parties before public statements (a) participating in any including media interviews; (b) engaging in any meetings or interviews and calls with analysts, institutional investors or other similar Persons; or (cpersons) providing any statements that are public or are reasonably likely to become public, in each case with respect to the extent relating Merger and shall not issue any such press release or make any such public statement prior to this Agreementsuch consultation, the Transactions except as such party may reasonably conclude may be required by applicable Law, court process or the other Parties. Notwithstanding the foregoing by obligations pursuant to any listing agreement with any national securities exchange or anything to the contrary in the Confidentiality Agreement, national securities quotation system (i) and then only after as much advance notice as is feasible); provided that the Company will shall not be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent with public statements previously made in accordance with this Section 6.12; provided, further, that the restrictions set forth in this Section 6.12 shall not apply to any release or public statement (Aa) required made or proposed to be made by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releasesrespect to an Acquisition Proposal, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or a Company Board Recommendation Change; and (ii) Parent Change or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of businessaction taken pursuant thereto, in each case case, in accordance with Section 5.3 or (b) in connection with any dispute between the parties regarding this Agreement or the Merger. Notwithstanding the foregoing, Parent, Merger Sub, the Principal Stockholders and their respective Affiliates may provide ordinary course communications regarding this Agreement and the Transactions to existing or prospective general and limited partners, direct or indirect equityholders, members, investors and Affiliates, in each case, who are subject to customary confidentiality restrictions and post deal descriptions on their respective websites or are otherwise consistent social media platforms (if applicable) in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changeordinary course of business.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company and its Representatives (other than with respect to unless the portion of any communication relating to Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, and Parent and Merger SubSub and their respective Representatives, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions Agreement or the other PartiesMerger. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreementforegoing, (i) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are required by applicable Law; (ii) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to by Parent and the Company (in all material respects which case such communications may be made consistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Partysuch plan), ; or (CB) solely to the extent principally related to a Superior Proposal or Company Board Recommendation Change; and (iiiii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required disclosures or communications by applicable Law; or (B) principally directed at any of its Affiliates and its Parent, Merger Sub and their AffiliatesAffiliates to existing or prospective general or limited partners, Representativesequity holders, members, managers and investors of such Person or other Persons in the ordinary course any Affiliates of businesssuch Person, in each case case, who are subject to customary confidentiality restrictions no less restrictive than the applicable Confidentiality Agreement; and (iv) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are otherwise consistent in all material respects with reasonably related to any dispute or Legal Proceeding between the previous press releasesCompany or its Affiliates, public disclosures on the one hand, and Parent, its Affiliates or public statements made jointly by the Parties (parties to the Equity Commitment Letters or individually if approved by the Guarantees on the other Party); or (C) solely to the extent hand, related to a Superior Proposal this Agreement, the Transaction Documents, the Equity Financing or Company Board Recommendation Changethe Debt Financing.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to unless the portion of any communication relating to Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions Agreement or the other PartiesMerger. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreementforegoing, (iA) the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent principally related to a Superior Proposal or Company Board Recommendation ChangeChange or (iv) reasonably related to any actual or threatened Legal Proceeding concerning this Agreement; and (B) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or 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 deal descriptions on such Person’s website in the ordinary course of business or are reasonably related to any actual or threatened Legal Proceeding concerning this Agreement.

Public Statements and Disclosure. (a) The initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than release with respect to the portion execution of this Agreement shall be a joint press release in a form reasonably agreed to by the Parties and issued promptly following the execution and delivery of this Agreement, and following such initial press release, neither party shall issue any communication relating release or make any public announcement or statement (including media interviews, press conferences or conference calls with investors or analysts) with respect to a Company Board Recommendation Changethis Agreement or the Transactions, without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed (except that if such release or announcement is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system), on the one handparty required to make the release, and Parent and Merger Sub, on the other hand, will announcement or statement shall use reasonable best efforts to consult with the other Parties before party about, and allow the other party reasonable time (ataking into account the circumstances) participating to comment on, such release, announcement or statement in any media interviews; advance of such issuance. (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, Section 6.11(a): (i) the The Company will not be obligated to engage in such consultation as contemplated by Section 6.11(a) with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in all material respects with the such previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changecommunication; and and (ii) Parent or Merger Sub will not be obligated to engage in such consultation as contemplated by Section 6.11(a) with respect to communications and filings (including with respect to listing or securities exchange obligations or practices) that are (A) required by applicable Law; or (B) principally directed at any to its employees, principals and existing or prospective general or limited partners, equity holders, members and investors of Parent or its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who case, so long as such disclosure does not involve any material non-public information regarding the Company and such Persons are subject to customary confidentiality restrictions. (c) The restrictions or are otherwise consistent set forth in all material respects with the previous this Section 6.11 shall not apply to any press releasesrelease, public disclosures announcement or public statements statement made jointly or proposed to be made by Parent or the Parties (or individually if approved by the other Party); or (C) solely Company with respect to the extent related to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation ChangeChange made in accordance with this Agreement.

Public Statements and Disclosure. The initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than release with respect to the portion execution of any communication relating this Agreement shall be a joint press release in the form previously agreed to a Company Board Recommendation Change), on by the one handParties, and following such initial press release, the Company and Parent and Merger Sub, on the other hand, will shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon (and consider in good faith any comments made by the other Parties before (a) participating in relation to), any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors press release or other similar Persons; or (c) providing any public statements that are public or are reasonably likely to become public, in each case with respect to the extent relating Transactions, and shall not issue any such press release or make any such public statement prior to this Agreement, such consultation and without the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, prior written consent of (ix) the Company will in the case of any such press release or public statement by Parent or Merger Sub (which consent shall not be unreasonably withheld, conditioned or delayed) or (y) Parent in the case of any such press release or public statement by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except that no such consent shall be required for any such press release or public statement required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible); provided that neither Party shall be obligated to engage in such consultation or obtain consent with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors, stockholders and the media or in response to questions from analysts or investors) that are (A) required by consistent with public statements previously made in accordance with this Section ‎6.9 and in a manner consistent with its past practice in compliance with applicable Law; (B) principally directed provided, further, that, the restrictions set forth in this Section ‎6.9 shall not apply to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures any release or public statements statement (i) made jointly by the Parties (or individually if approved by the other Party)proposed to be made with respect to an Acquisition Proposal, or (C) solely to the extent related to a Superior Proposal or a Company Board Recommendation Change; and Change or any action taken pursuant thereto or (ii) Parent or Merger Sub will not be obligated to engage in such consultation connection with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by dispute between the Parties (regarding this Agreement or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeTransactions.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreement, the Transactions Merger or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality AgreementTransactions, except that (ix) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub, and their Affiliates to existing or prospective general or limited partners, direct or indirect equity holders, members, managers, investors of such Person or any Affiliates of such Person, in each case who are subject to customary confidentiality restrictions.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Offer, the Transactions Merger or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality AgreementTransactions, except that (ix) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or 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.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Merger, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (ix) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or 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 deal descriptions on such Person’s website in the ordinary course of business.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will each be reasonably acceptable to Parent and the Companyother Party. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar PersonsPersons (other than any meeting or call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally); or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything principally to the contrary in the Confidentiality AgreementMerger, (i) except that the Company will not be obligated to engage in such consultation with respect to communications that are are (Ai) required by applicable Law, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange or (iv) with respect to any disputes between or among the Parties relating to this Agreement, the Merger or the other transactions contemplated hereby. Notwithstanding the foregoing, after the issuance of any press release or making of any public disclosure or public statement with respect to 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 so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in a previous press release or public statement and such additional publications, press releases or announcements are otherwise consistent with those with respect to which the other Party had consented (or been consulted) in accordance with the terms of this Section ‎6.14.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and the Buyer Parties, on the other hand, will each be reasonably acceptable to Parent and the Companyother Party. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Subthe Buyer Parties, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to the Merger or the transactions contemplated by this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (iI) the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal Proposal, Intervening Event or Company Board Recommendation Change; or (iv) with respect to any actual Legal Proceeding between the Company or its Affiliates, on the one hand, and the Buyer Parties and their Affiliates, on the other hand, and (II) Parent will not be obligated to engage in such consultation with respect to communications that are (i) required by applicable law, regulation or stock exchange rule or listing agreement; (ii) principally directed to any existing or prospective general or limited partners, equity holders, members and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication; or (iii) with respect to any actual Legal Proceeding between the Company or its Affiliates, on the one hand, and the Buyer Parties and their Affiliates, on the other hand.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the Companyexecution and delivery of this Agreement. Thereafter, prior to until the termination of this Agreement pursuant to Section 8.1Closing, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, ) and Parent and Merger Sub, on the other hand, will consult with the each other, provide each other Parties with a reasonable opportunity for review, and obtain each other’s prior written consent (such consent not to be unreasonably conditioned, withheld or delayed) before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to the Merger or the transactions contemplated by this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except (i) the Company will not as may be obligated to engage in such consultation with respect to communications that are (A) required or rendered impracticable by applicable Law; , (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (Cii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange made in accordance with this Agreement; and or (iiiii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; any Legal Proceeding between the Company or (B) principally directed at any of its Affiliates Affiliates, on the one hand, and its the Buyer Parties and their Affiliates, Representativeson the other hand. Notwithstanding the foregoing, investors each of the Company and Parent (and Representatives thereof) may make any public statements, disclosures or other Persons communications in response to inquiries from the ordinary course of businesspress, in each case who analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releasespublic statements, public disclosures or public statements communications jointly made jointly by the Parties (Company and Parent or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or that they have been reviewed and previously approved by both the Company Board Recommendation Changeand Parent.

Public Statements and Disclosure. The initial press releases concerning release with respect to the execution and delivery of this Agreement will and the Merger shall be a joint press release reasonably acceptable to the Special Committee and Parent. Without limitation to Section ‎6.3(d), thereafter, (x) each of the Company, Parent and Merger Sub agrees that no public filing, release or announcement concerning the Company. Thereafter, prior transactions contemplated hereby or statement directed to the termination employees of this Agreement pursuant the Company and its Subsidiaries concerning the transactions contemplated hereby shall be issued by any Party without the prior written consent of the Company (which consent shall have been approved by the Special Committee) and Parent (which consent, in the case of each of the Company and Parent, shall not be unreasonably withheld, conditioned or delayed), except that no consent shall be required for any such filing, release, announcement or statement required by applicable Law, regulation or stock exchange rule or listing agreement; provided that the applicable Party shall use its reasonable best efforts to Section 8.1provide the other Parties with a right to review such filing, release or announcement in advance (to the extent permissible), and (y) the Company (other than with respect to the portion of any communication relating to a Company Board an Acquisition Proposal or Adverse Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Merger, except that none of the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company Parties will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent suppliers, customers, partners or vendors or (iii) not inconsistent with public statements previously made in all material respects accordance with the previous press releasesthis Section ‎6.13; provided that, public nothing in this Agreement shall restrict disclosures or public statements made jointly communications by the Parties (or individually if approved by the other Party)Bxxx, or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Parent, Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its Sub, Guarantors and their Affiliatesrespective Affiliates to existing or prospective general or limited partners, Representativesequity holders, members, managers and investors of such Person or other Persons in the ordinary course any Affiliates of businesssuch Person, in each case who are subject to customary confidentiality restrictions or are otherwise consistent restrictions, and deal descriptions on such Person’s website in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changeordinary course of business.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Transactions will be reasonably acceptable to the Company and Parent and (the Company“Announcement”). Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will obtain the prior written consent of (and use their respective reasonable best efforts to consult with with) the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Transactions, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (ix) the Company and, solely with respect to clause (i), Parent and Merger Sub, will not be obligated to engage in obtain such consultation consent with respect to communications that are (Ai) required by applicable Law, stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all with (and do not contain material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (Cnew information not included in) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent principally related to a Superior Proposal or Company Board Recommendation ChangeChange and made in compliance with Section 5.3 and (y) Parent shall not be obligated to engage in such consultation with respect to ordinary course communications to its Affiliates and its and their existing or prospective investors and limited partners (in each case, who are subject to customary obligations of confidentiality). Notwithstanding the foregoing, this Section 6.14 shall not apply to any press release or other public statement made by the Company or Parent that is consistent with the Announcement and the terms of this Agreement and does not contain any information relating to the Company or Parent that has not been previously announced or made public in accordance with the terms of this Agreement.

Public Statements and Disclosure. The initial press releases concerning release with respect to the execution and delivery of this Agreement will and the Merger shall be a joint press release reasonably acceptable to Parent the Company and the CompanyParent. Thereafter, (x) each of the Company, Parent and Merger Sub agrees that no public filing, release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior written consent of the Company and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except that no consent shall be required for any such filing, release or announcement required by applicable Law, regulation or stock exchange rule or listing agreement; provided that the applicable Party shall use its reasonable best efforts to provide the other Parties with a right to review such filing, release or announcement in advance (to the termination of this Agreement pursuant to Section 8.1extent permissible), and (y) the Company (other than with respect to the portion of any communication relating to a an Acquisition Proposal or Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Merger, except that none of the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company Parties will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of employees, suppliers, customers, partners or vendors or (iii) not inconsistent with public statements previously made in accordance with this Section 6.13; provided that, the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public foregoing shall not restrict disclosures or public statements made jointly communications by the Parties (or individually if approved by the other Party)Canyon Holdings, or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Parent, Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their AffiliatesAffiliates to existing or prospective general or limited partners, Representativesequity holders, members, managers and investors of such Person or other Persons in the ordinary course any Affiliates of businesssuch Person, in each case who are subject to customary confidentiality restrictions or are otherwise consistent restrictions, and deal descriptions on such Person’s website in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changeordinary course of business.

Public Statements and Disclosure. The Each of the initial press releases concerning this Agreement will be reasonably acceptable to Parent prepared by the Seller and the Company. ThereafterAcquiror, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion execution of any communication relating this Agreement and Closing shall be in the form agreed to a Company Board Recommendation Change), on by the one handParties, and Parent following such initial press releases, the Seller and Merger Sub, on the other hand, will Acquiror shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon (and consider in good faith any comments made by the other Parties before (a) participating in relation to), any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors press release or other similar Persons; public statements (or (c) providing any statements that are public or are reasonably likely to become public) with respect to the Contemplated Transactions and shall not issue any such press release or make any such public statement prior to such consultation and without the prior written consent of (x) the Seller in the case of any such press release or public statement by Acquiror, or (y) Acquiror in each the case of any such press release or public statement by the Seller (which consent in the case of (x) or (y) shall not be unreasonably withheld or delayed), except that no such consent shall be required for any such press release or public statement required by applicable Law, court process or by obligations pursuant to any rules of, or listing agreement with, any national securities exchange or national securities quotation system (and then only after as much advance notice to the other Party and consultation as is feasible) if the applicable Party has provided a right to review such press release or public statement (to the extent relating to this Agreement, permissible); provided that neither the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company will not Seller nor Acquiror shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are (A) required consistent with public statements previously made in accordance with this Section 11.4 or any communications plan previously agreed to by applicable Law; (B) principally directed Acquiror and the Seller. Notwithstanding the foregoing, the restrictions set forth in this Section 11.4 shall not apply to employees the portion of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures any release or public statements made jointly by statement in connection with any dispute or Action between the Parties (regarding this Agreement, the Purchase or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeConversions.

Public Statements and Disclosure. The initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than release with respect to the portion execution of any communication relating this Agreement shall be a joint press release in the form previously agreed to a Company Board Recommendation Change), on by the one handParties, and following such initial press release, the Company and Parent and Merger Sub, on the other hand, will shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon (and consider in good faith any comments made by the other Parties before in relation to), any press release or other public statements with respect to the Transactions, and shall not issue any such press release or make any such public statement prior to such consultation and without the prior written consent of (a) participating the Company in the case of any media interviews; such press release or public statement by Parent or Merger Sub (which consent shall not be unreasonably withheld or delayed) or (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary Parent in the Confidentiality Agreement, (i) case of any such press release or public statement by the Company will (which consent shall not be unreasonably withheld or delayed), except that no such consent shall be required for any such press release or public statement required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible); provided that the Parties shall not be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, stockholders or vendors) that are consistent with public statements previously made in accordance with this Section 6.9; provided, further, that, the restrictions set forth in this Section 6.9 shall not apply to any release or public statement (Ai) required made or proposed to be made by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releasesrespect to an Acquisition Proposal, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or a Company Board Recommendation Change; and Change or any action taken pursuant thereto (in each case, in compliance with Section 5.3(f)), (ii) Parent in connection with any dispute between the Parties regarding this Agreement or Merger Sub will not be obligated to engage in such consultation the Transactions or (iii) with respect to the termination of this Agreement and the effects or consequences thereof if this Agreement has been terminated in accordance with Section 8.1. Prior to making any written communications that are (A) required by applicable Law; to a material number of employees or (B) principally directed at independent contractors of the Company or any of its Affiliates and its and their Affiliates, Representatives, investors Subsidiaries pertaining to compensation or other Persons benefit matters in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects connection with the previous press releasesTransactions, public disclosures or public statements made jointly by the Parties (or individually if approved by Company shall provide Parent with a copy of the other Party); or (C) solely intended communication, Parent shall have a reasonable opportunity to review and comment on the extent related to a Superior Proposal or communication, and the Company Board Recommendation Changeshall consider in good faith any comments from Parent.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Transactions will be a joint press release reasonably acceptable to Parent the Company and the CompanyParent. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change)Company, on the one hand, and Parent and Merger Sub, on the other hand, will shall use their respective reasonable best efforts to consult with the other Parties and obtain the consent of the other Parties (which shall not be unreasonably withheld, delayed or conditioned) before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing or making any statements that are public or are reasonably likely to become public; or (d) making any filings with any third Person or Governmental Authority (including any national securities exchange or interdealer quotation service), in each any such case to the extent relating to this Agreement, the Transactions Agreement or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality AgreementTransactions, (i) except that the Company will not be obligated to (i) obtain consent with respect to communications that are required by applicable Law or stock exchange rule or listing agreement (which shall be made only after prior consultation, to the extent practicable under the circumstances) or (ii) obtain consent or engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releasesemployees, public disclosures suppliers, customers, partners or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Lawvendors; or (B) principally directed at not inconsistent with public statements previously made in accordance with this Section 6.13. Notwithstanding anything herein to the contrary, the restrictions set forth in this Section 6.13 will not apply to (x) any of its Affiliates release or public statement made, or proposed to be made, by the Company contemplated by, or with respect to any action taken pursuant to and its in compliance with Section 5.3 or in connection with any dispute between the Parties regarding this Agreement or the Transactions or (y) ordinary course communications by Parent, Merger Sub and their Affiliatesrespective Affiliates regarding this Agreement and the transactions contemplated hereby to existing or prospective general and limited partners, Representativesequity holders, members, managers and investors or other Persons in the ordinary course any Affiliates of businesssuch Person, in each case case, who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changerestrictions.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Transactions, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (ix) Parent and the Company will not be obligated to engage in such consultation with respect to communications that are (Ai) required by applicable Law, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or 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.

Public Statements and Disclosure. The initial press releases concerning this Agreement will be reasonably acceptable to Parent and Neither the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and nor Parent and Merger Sub, on the other hand, will consult with shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Parties before (a) participating in which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become publicapplicable stock exchange on which Parent may be listed, in each which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the extent matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything foregoing, (a) to the contrary extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the Confidentiality Agreementextent replicated in whole or in part in any subsequent press release or other announcement, and (ib) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties (parties or individually if approved by the other Party)parties, or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage otherwise in compliance with this Section 7.4, and provided that such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by do not reveal material nonpublic information regarding this Agreement or the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Changetransactions contemplated hereby.

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger of the Company, on the one hand, and Parent and Merger Sub, on the other hand, will be a joint press release reasonably acceptable to Parent and the Company. Thereafter, prior to At all times during the termination of this Agreement pursuant to Section 8.1Interim Period, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation ChangeChange in compliance with Section 5.3), on the one hand, and Parent and Merger Sub, on the other hand, will consult with obtain the prior written consent of the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to the Merger or the other transactions contemplated by this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, except that (ix) Parent and the Company will not be obligated to engage in obtain such consultation consent with respect to communications that are (Ai) required by applicable Law, regulation or stock exchange rule or listing agreement; (Bii) principally directed to employees of the Company and its Subsidiaries employees, suppliers, customers, partners or vendors so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (Ciii) solely to the extent related to a Superior Proposal or Company Board Recommendation ChangeChange in compliance with Section 5.3 and (y) Parent will not be obligated to obtain such consent with respect to communications that are disclosures or communications by Xxxxxx, Merger Sub and their Affiliates to existing or prospective general or 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.