Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable efforts to allow the other party(ies) hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5.

Public Statements and Disclosure. Neither The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5in connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposal.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable Israeli or United States securities exchange or regulatory or Governmental Authority to which the relevant party party, or a controlling shareholder thereof, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 ‎Section 7.7 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5‎Section 5.3 or following a Company Board Recommendation Change. Notwithstanding the foregoing, without prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to material included in a press release or other document previously approved for public distribution by the other party. Each party agrees to promptly make available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed by each of Parent and the Company. None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, hereby shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law Law or Order or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.6 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5following a Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be is required by applicable law Law or the applicable rules or regulations of any applicable securities exchange NASDAQ or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situatedNYSE, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto Party or Parties a reasonable time opportunity to comment on such release or announcement in advance of such issuance issuance, considering in good faith all comments timely received from the other Party or Parties (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 partyParty); provided, however, that the restrictions set forth in this Section 6.14 7.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made (a) by the Company pursuant with respect to an Adverse Recommendation Change effected in accordance with Section 6.56.3(d) or as described in Section 6.3(e) and (b) by Parent with respect to the issuance by the Company of any press release or other public statement of the type referred to in clause (a) of this Section 7.5.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable Israeli or United States securities exchange or regulatory or Governmental Authority to which the relevant party party, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided. Notwithstanding the foregoing,(i) without prior consent of the other party, howevereach of Parent and the Company may disseminate material substantially similar to material included in a press release or other document previously approved for public distribution by the other party, that and (ii) the restrictions set forth in this Section 6.14 foregoing shall not apply to any release, press release or other public announcement or disclosure made or proposed to be made by the Company pursuant of any information concerning any Company Acquisition Proposal or this Agreement or the transactions contemplated by this Agreement in connection with or following a Company Board Recommendation Change. Each party agrees to Section 6.5promptly make available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Sub, on the other hand, or any of their respective Affiliates, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger without the prior written consent of the other party(ies) parties (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may may, after consultation with outside counsel, be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 5.14 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.54.3. The Company and Parent have agreed upon the form of a joint press release announcing the Merger and the execution of this Agreement.

Public Statements and Disclosure. Neither The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release reasonably agreed upon by Parent and the Company prior to the Agreement Date. None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance and shall give due consideration to such comments (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 reasonable discretion of the disclosing party); provided, however, provided that the restrictions set forth in this Section 6.14 6.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5or Parent in connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposal.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release, the text of which shall be agreed to by both Parent and the Company. Thereafter, none of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of by obligations pursuant to any listing agreement with any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party)issuance; provided, however, provided that the restrictions set forth in this Section 6.14 6.7 shall not apply to (i) any release, release or announcement or disclosure made or proposed to be made by the Company following a Company Board Recommendation Change, (ii) any release or announcement made or proposed to be made by Parent following a Parent Board Recommendation Change or (iii) any filing to be made by a party pursuant to the Exchange Act; provided, further, that each party may make statements that substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements made by the parties in compliance with this Section 6.56.7.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Subsidiaries or Representatives to issue) any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable securities exchange NASDAQ or regulatory the Tokyo Stock Exchange or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.57.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.57.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. None of the Company, on the one hand, nor Newco Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.4 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.57.3(a) or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable Israeli or United States securities exchange or regulatory or Governmental Authority to which the relevant party party, or a controlling shareholder thereof, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.7 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3 or following a Company Board Recommendation Change. Notwithstanding the foregoing, without prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to material included in a press release or other document previously approved for public distribution by the other party. Each party agrees to promptly make available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submitssubject, wherever situated, in which case the party required to make the release or announcement shall use its all commercially reasonable efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.7 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5in connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposal.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 5.13 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.2 relating to an Adverse Recommendation Change. Notwithstanding the foregoing, without the prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to material included in a press release or other document previously approved for public distribution by the other party. Each party agrees to make promptly available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release prepared and issued by the Company and Parent, and thereafter, none of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto Party or Parties reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partyParty); provided, however, that the restrictions set forth in this Section 6.14 8.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made (a) by the Company pursuant to Section 6.56.3, relating to any Acquisition Proposal or following a Company Board Recommendation Change or (b) by the Parent or Acquisition Sub following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor or Newco and Merger Sub, on the other hand, hereby shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood and hereby agreed 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 6.14 6.7 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.6 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed to by both Investor and the Company. Thereafter, none of the Company, on the one hand, nor Newco or Investor and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of by obligations pursuant to any listing agreement with any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party)issuance; provided, however, that the restrictions set forth in this Section 6.14 6.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable Israeli or United States securities exchange or regulatory or Governmental Authority to which the relevant party party, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.7 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3 or following a Company Board Recommendation Change. Notwithstanding the foregoing, without prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to material included in a press release or other document previously approved for public distribution by the other party. Each party agrees to promptly make available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release, the text of which shall be agreed to by both Parent and the Company. Thereafter, none of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of by obligations pursuant to any listing agreement with any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party)issuance; provided, however, provided that the restrictions set forth in this Section 6.14 6.6 shall not apply to (i) any release, release or announcement or disclosure made or proposed to be made by the Company following a Company Board Recommendation Change or (ii) any filing to be made by a party pursuant to Section 6.5the Exchange Act.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable Israeli or United States securities exchange or regulatory or Governmental Authority to which the relevant party party, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); party); provided, however, that the restrictions set forth in this Section 6.14 7.7 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3 or following a Company Board Recommendation Change. Notwithstanding the foregoing, without prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to material included in a press release or other document previously approved for public distribution by the other party. Each party agrees to promptly make available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto Party or Parties reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.4 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant in compliance with Section 6.3(a) or with respect to Section 6.5an Acquisition Proposal or a Company Board Recommendation Change.

Public Statements and Disclosure. Neither Each Party shall issue an initial press release relating to this Agreement (prior to such issuance, each Party shall provide the other Party with reasonable time to comment on such initial press release and shall give reasonable consideration to any such comments), and thereafter, none of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) Party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partyParty); provided, however, that the restrictions set forth in this Section 6.14 8.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.56.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Subsidiaries, Affiliates or Representatives to issue) any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable securities exchange or regulatory NASDAQ, the Tokyo Stock Exchange or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto the reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed by each of Newco and the Company. None of the Company, on the one hand, nor or Newco and Merger Sub, on the other hand, hereby shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.7 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3(b).

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all commercially reasonable efforts to allow the other party(ies) hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 5.12 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.4.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release prepared and issued by the Company and Parent, and thereafter, none of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto Party or Parties reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partyParty); provided, however, that the restrictions set forth in this Section 6.14 8.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.56.3, relating to any Acquisition Proposal or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.4 shall not apply to any release, release or announcement or disclosure made or proposed to be made by (a) the Company pursuant to Section 6.56.3(a) with respect to a Company Board Recommendation Change or (b) Parent in connection with a response to the issuance by the Company of any release or announcement of the type referred to in clause (a). Parent and the Company agree that the press release announcing the execution of this Agreement shall be a joint release of Parent and the Company.

Public Statements and Disclosure. Neither The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.4 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.56.3(a) or with respect to an Acquisition Proposal or a Company Board Recommendation Change.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent, and thereafter, none of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) Party or Parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partyParty); provided, however, that the . The restrictions set forth in this Section 6.14 8.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.56.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent, and thereafter none of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all commercially reasonable efforts to allow the other party(ies) hereto Party or Parties reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partyParty); provided, however, that the restrictions set forth in this Section 6.14 8.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.56.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow allow, to the extent practicable and permissible pursuant to applicable Law, the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.04 shall not apply to (a) any release, release or announcement or disclosure made or proposed to be made following a Company Board Recommendation Change or with respect to an Acquisition Proposal or (b) any release or announcement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a party hereto in accordance with this Agreement, in each case under this clause (b) to the Company pursuant to Section 6.5extent such disclosure is still accurate.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.57.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 6.15 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, 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 6.14 7.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3 and shall not apply to any release or announcement concerning or related to the Company’s on-going regulatory or governance matters.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Guarantor, Parent and Merger Sub, on the other hand, shall issue or cause the publication of any public release or otherwise make any public announcement or disclosure concerning this Agreement or the Merger Transactions without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable national securities exchange (including Euronext Paris), national securities or interdealer quotation system or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all reasonable good faith efforts to allow the other party(ies) hereto Party or Parties, as the case may be, reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partyParty); provided, however, that the restrictions set forth in this Section 6.14 6.5 shall not apply to any release, release or announcement (a) substantially similar in tone and substance with previous public releases or disclosure announcements jointly made by the Company and Guarantor or (b) made or proposed to be made by (i) the Company pursuant to Section 6.56.1(c)(i) or with respect to a Company Board Recommendation Change or (ii) Parent in connection with a response to the issuance by the Company of any release, announcement, statement, disclosure or communication of the type referred to in clause (i). Parent and the Company agree that the press release announcing the execution of this Agreement shall be a joint release of Parent and the Company.