Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. 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, or Parent and Acquisition Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best 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 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 6.6 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposal.

Public Statements and Disclosure. 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, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best 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 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 6.6 ‎Section 7.7 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, pursuant to ‎Section 5.3 or following a Company Board Recommendation Change 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 Superior Proposalother 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. The initial press release with respect 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 execution and delivery of this Agreement shall be Agreement. Thereafter, unless the Company Special Committee has made a joint press release to be reasonably agreed upon by Parent Company Recommendation Change, the Company and the Company. None of the Companyits Representatives, on the one hand, or and Parent and Acquisition SubMerger Sub 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 public press release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement statement without the prior written consent of the other (party, which consent shall not be unreasonably withheld, conditioned or delayed); provided, except as that to the extent such release or announcement may be is required by applicable Law or the rules any listing agreement with or regulations rule of any applicable United States national securities exchange or regulatory or Governmental Authority to association upon which the relevant party is subject or submitssecurities of the Company are listed, wherever situated, in which case the party required to make the release release, announcement or announcement statement shall use its reasonable best efforts to consult with the other Party about, and allow the other party or parties hereto Party reasonable time (taking into account the circumstances) to comment on on, such release release, announcement or announcement statement in advance of such issuance issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (it being understood that i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the final form Company and content of any do not add additional material information not included in such release or announcement, as well as the timing of any previous communication (in which case such release or announcement, shall communications may be at the final discretion of the disclosing partymade consistent with such plan); provided(ii) related to a Superior Proposal or Company Recommendation Change or, howeverin each case, that the restrictions set forth in this Section 6.6 shall not apply any action taken pursuant thereto; (iii) with respect to any release dispute or announcement made Legal Proceeding solely among the Parties or proposed their respective Affiliates related to be this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders 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 connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposalsuch previous communication.

Public Statements and Disclosure. The initial parties hereto agree that the press release with respect to announcing the execution and delivery of this Agreement shall be in a joint press release form mutually agreed to be reasonably agreed upon by the Company and Parent and shall be issued as promptly as practicable following the Companyexecution of this Agreement. None of So long as this Agreement is in effect, neither the Company, on the one hand, or nor Parent and Acquisition Merger Sub, on the other hand, 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be is required by applicable Law or the rules or regulations of NASDAQ or any other applicable United States securities stock exchange or regulatory or Governmental Authority to which the relevant party Parent is subject or submits, wherever situatedsubject, in 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 time 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 6.6 7.4 shall not apply to any release or announcement made or proposed to be made by the Company in connection any party with an Acquisition Proposal, respect to a Company Board Recommendation Change or Superior Proposalto any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; 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. Notwithstanding the foregoing, (a) to the 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 extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) 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, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. 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, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best 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 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 6.6 foregoing shall not apply to any press release or other public announcement made or proposed to be made disclosure by the Company of any information concerning any Company Acquisition Proposal or this Agreement or the transactions contemplated by this Agreement in connection with an Acquisition Proposal, or following a Company Board Recommendation Change or Superior ProposalChange. 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. 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 Neither the Company, on the one hand, or Parent and Acquisition Merger Sub, on the other hand, 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be is required by applicable Law or the rules or regulations of NASDAQ or any other applicable United States securities stock exchange or regulatory or Governmental Authority to on which the relevant party is subject or submits, wherever situatedParent may be listed, in 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 time 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 6.6 6.8 shall not apply to any release or announcement made or proposed to be made by the Company with respect to or in connection with an Acquisition ProposalProposal or the matters addressed in Section 6.1. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, a Company Board Recommendation Change (a) to the extent the content of any press release or Superior Proposalother announcement has been approved and made in accordance with this Section 6.8, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) 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 consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 6.8, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. 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 Neither the Company, on the one hand, or nor Parent and Acquisition 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 transactions contemplated by this Agreement Merger without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), except as such release release, announcement or announcement may disclosure may, after consultation with outside counsel, 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 reasonable best 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 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 6.6 5.14 shall not apply to any release release, announcement or announcement disclosure made or proposed to be made by the Company in connection with an Acquisition Proposal, pursuant to Section 4.3. The Company and Parent have agreed upon the form of a Company Board Recommendation Change or Superior Proposaljoint press release announcing the Merger and the execution of this Agreement.

Public Statements and Disclosure. 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, or Parent and 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 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 as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States a national 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 commercially reasonable best efforts to allow the other party or parties hereto a 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 6.6 7.5 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, following a Company Board Recommendation Change Change. In addition, nothing herein shall preclude communication or Superior Proposaldisclosures necessary to implement the provisions of this Agreement, and the Company and Parent and their respective Affiliates may make such disclosures as they may consider necessary in order to satisfy their legal or contractual obligations to lenders, shareholders, investors or other interested parties, or for purposes of making the Company’s or Parent’s filings with the SEC on forms 10-Q, 10-K or 8-K or any regularly scheduled earnings call conducted by such party, without the prior written consent of the other party.

Public Statements and Disclosure. 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 Neither the Company, on the one hand, or nor Parent and Acquisition Merger Sub, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be is required by applicable Law or the rules or regulations of any applicable United States securities exchange NASDAQ or regulatory or Governmental Authority to which the relevant party is subject or submitsNYSE, wherever situatedas applicable, in 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 time 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 6.6 6.3 shall not apply to any release or announcement made or proposed to be made by any party with respect to the Company matters addressed in connection Sections 5.2 or 5.3; provided further that the parties shall not be required by this Section 6.3 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with an Acquisition Proposalthis Section 6.3, a Company Board Recommendation Change no separate approval shall be required in respect of such content to the extent replicated in whole or Superior Proposalin part in any subsequent press release or other announcement, and (b) 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 or approved by the parties, and otherwise in compliance with this Section 6.3, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactions.

Public Statements and Disclosure. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release release, the text of which shall be agreed to be reasonably agreed upon by both Parent and the Company. None Thereafter, none of the Company, on the one hand, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of by obligations pursuant to any listing agreement with 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 reasonable best 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 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 6.6 6.7 shall not apply to (i) any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, 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 Superior Proposal(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 6.7.

Public Statements and Disclosure. 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, or Parent and 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 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 as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States 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 reasonable best 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 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 6.6 7.6 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, pursuant to Section 7.3 or following a Company Board Recommendation Change or Superior ProposalChange.

Public Statements and Disclosure. 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, or Parent and Acquisition Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best 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 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 6.6 7.6 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, pursuant to Section 7.3 or following a Company Board Recommendation Change or Superior ProposalChange.

Public Statements and Disclosure. 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 CompanyCompany prior to the Agreement Date. None of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best efforts to allow the other 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 6.6 shall not apply to any release or announcement made or proposed to be made by the Company or Parent in connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposal.

Public Statements and Disclosure. 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 Neither the Company, on the one hand, nor Parent or Parent and Acquisition Merger Sub, on the other hand, 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 (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), except as such release or announcement may be is required by applicable Law or the rules or regulations of the OTCQB or any other applicable United States securities stock exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situatedstock market, in 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 time 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 6.6 5.7 shall not apply to any release or announcement made or proposed to be made by the Company in connection compliance with an Acquisition ProposalSection 5.3(e). The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, a Company Board Recommendation Change (a) to the extent the content of any press release or Superior Proposalother announcement has been approved and made in accordance with this Section 5.7, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement and (b) 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 consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 5.7 and provided that such public statements do not reveal Evaluation Material (as defined in the Confidentiality Agreement) or material non-public information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. 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, or and Parent and Acquisition Merger Sub, on the other hand, shall issue shall, to the extent reasonably practicable, consult with the other prior to issuing (or causing or permitting its Affiliates or Representatives to issue) any public release or make any public announcement (including by scheduling any press conference or conference call with investors or analysts) concerning this Agreement or the transactions contemplated by this Agreement Agreement, and shall not issue any such press release or otherwise make any such public announcement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be is required by applicable Law or the rules or regulations of NASDAQ or any other applicable United States securities stock exchange or regulatory or Governmental Authority to on which the relevant party is subject or submits, wherever situatedParent may be listed, in which case the party required to make the release or announcement shall use its commercially reasonable best efforts to allow the other party or parties hereto a reasonable time opportunity (taking into account the circumstances) 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 6.6 5.7 shall not apply to any release or announcement made or proposed to be made by the Company in connection compliance with an Acquisition ProposalSection 5.3(g). The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, a Company Board Recommendation Change (a) to the extent the content of any press release or Superior Proposalother announcement has been approved and made in accordance with this Section 5.7, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement and (b) each party may, to the extent it has reasonably attempted to coordinate with the other party, where practicable, 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 consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 5.7 and provided that such public statements do not reveal material non-public information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. 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, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best 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 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 6.6 5.13 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 5.2 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 connection 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 an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposalthe other parties.

Public Statements and Disclosure. 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 Neither the Company, on the one hand, or nor Parent and Acquisition Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make Table of Contents any public announcement 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 as such release or announcement may be is required by applicable Law or the rules or regulations of NASDAQ or any other applicable United States securities stock exchange or regulatory or Governmental Authority to on which the relevant party is subject or submits, wherever situatedParent may be listed, in 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 time 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 6.6 5.8 shall not apply to any release or announcement made or proposed to be made by the Company with respect to or in connection with an Acquisition ProposalProposal or the matters addressed in Section 5.1. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, a Company Board Recommendation Change (a) to the extent the content of any press release or Superior Proposalother announcement has been approved and made in accordance with this Section 5.8, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) 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 or approved by the parties, and otherwise in compliance with this Section 5.8, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. 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, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best 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 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 6.6 7.7 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, pursuant to Section 5.3 or following a Company Board Recommendation Change 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 Superior Proposalother 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. The parties agree that the initial press release to be issued with respect to the execution and delivery of this Agreement Transactions shall be a joint press release in the form heretofore agreed to be reasonably agreed upon by Parent and the Companyparties. None of Thereafter, neither the Company, on the one hand, or nor Parent and Acquisition Merger Sub, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be is required by applicable Law or the rules or regulations of any applicable United States securities exchange NASDAQ or regulatory or Governmental Authority to which the relevant party is subject or submitsNYSE, wherever situatedas applicable, in 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 time 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 6.6 6.3 shall not apply to any release or announcement made or proposed to be made by any party with respect to the Company matters addressed in connection Sections 5.2 or 5.3; provided further that the parties shall not be required by this Section 6.3 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with an Acquisition Proposalthis Section 6.3, a Company Board Recommendation Change no separate approval shall be required in respect of such content to the extent replicated in whole or Superior Proposalin part in any subsequent press release or other announcement, and (b) 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 or approved by the parties, and otherwise in compliance with this Section 6.3, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactions.

Public Statements and Disclosure. 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, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best 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 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 6.6 7.7 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, pursuant to Section 5.3 or following a Company Board Recommendation Change 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 Superior Proposalother 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. 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 Neither the Company, on the one hand, or nor Parent and Acquisition Merger Sub, on the other hand, 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be is required by applicable Law or the rules or regulations of NASDAQ or any other applicable United States securities stock exchange or regulatory or Governmental Authority to on which the relevant party is subject or submits, wherever situatedParent may be listed, in 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 time 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 6.6 6.8 shall not apply to any release or announcement made or proposed to be made by the Company in connection compliance with an Acquisition ProposalSection 6.1. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, a Company Board Recommendation Change (a) to the extent the content of any press release or Superior Proposalother announcement has been approved and made in accordance with this Section 6.8, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement and (b) 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 consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 6.8, and provided that such public statements do not reveal material non-public information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The initial press release with respect to announcing the execution and delivery of this Agreement shall be a joint press release to of, and shall not be reasonably agreed upon by Parent issued without the prior approval of, each of the Company and the CompanyParent. None Thereafter, none of the Company, on the one hand, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its commercially reasonable best 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 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 6.6 7.7 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, pursuant to Section 5.3 or following a Company Board Recommendation Change Change. Notwithstanding the foregoing, without prior consent of the other party, (x) Parent may make ordinary course communications to its investors and (y) the Company may disseminate (including by press release and media interviews) to Israeli media outlets, material substantially similar to material included in a press release or Superior Proposalother document previously approved for public distribution by the other party or other general information on the operations and activities of the Company; provided, further, that the Company shall coordinate with Parent with respect to the dissemination of any such material (including by press release and media interviews) to non-Israeli media outlets. 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. 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, or Parent and 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 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 as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States 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 reasonable best efforts to allow the other 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 6.6 7.6 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, following a Company Board Recommendation Change or Superior ProposalChange.

Public Statements and Disclosure. The parties agree that each party shall issue an initial press release with respect to the execution and delivery of this Agreement shall be a joint press release Transactions in the form heretofore agreed to be reasonably agreed upon by Parent and the Companyparties. None of Thereafter, neither the Company, on the one hand, or nor Parent and Acquisition Merger Sub, on the other hand, shall issue (and each of Parent and the Company will cause their respective Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other party or parties (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, except as (a) a party may issue such a release or announcement may be as is required by applicable Law or the rules or regulations of any applicable United States securities exchange NYSE or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situatedTokyo Stock Exchange, in which case the party required to make the such a release or announcement shall use its commercially reasonable best efforts to allow the other party or parties hereto a reasonable time 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 (b) the restrictions set forth in this Section 6.6 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the Company matters addressed in connection Section 6.2 or Section 6.3; (c) 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 ongoing, good faith and material dispute between the parties relating to this Agreement or the Transactions; (d) to the extent the content of any press release or other announcement has been approved and made in accordance with an Acquisition Proposalthis Section 7.4, a Company Board Recommendation Change no separate approval shall be required in respect of such content to the extent replicated in whole or Superior Proposalin part in any subsequent press release or other announcement and (e) 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 previously approved by the parties, and otherwise in compliance with this Section 7.4, and provided that such public statements are made in the ordinary course of business and do not reveal material nonpublic information regarding this Agreement or the Transactions.

Public Statements and Disclosure. 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, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 reasonable best 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 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 6.6 7.7 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, pursuant to Section 5.3 or following a Company Board Recommendation Change 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 Superior Proposalother 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. 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, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable Israeli, United States or Japan securities exchange or regulatory or Governmental Authority to which the relevant party 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 its commercial reasonable best 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 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 Company shall be permitted (without consulting with Parent) to make such statements and announcements to its employees as the Company shall deem to be reasonably necessary. Notwithstanding the foregoing, (a) nothing in this Section 6.6 7.7 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 and Section 9.1 without prior consultation, (b) the Company will no longer be required to consult with Parent, and Parent will no longer be required to consult with the Company, in connection with any such press release or public statement if the Company Board has made any Company Board Recommendation Change or shall have resolved to do so and (c) the requirements of this Section 7.6 shall not apply to any release or announcement made or proposed to be made disclosure by the Company or Parent of any information concerning this Agreement or the transactions contemplated hereby in connection with an Acquisition Proposalany dispute between the parties regarding this Agreement, a Company Board Recommendation Change the Merger or Superior Proposalthe other transactions contemplated by this Agreement.

Public Statements and Disclosure. 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, or Parent and Acquisition Merger Sub, on the other hand, shall 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 (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable 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 an Affiliate thereof, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its commercial reasonable best 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 (i) 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 and (ii) a copy of this Agreement will be filed with the SEC); provided. Notwithstanding the foregoing, however, that the restrictions set forth (a) nothing in this ‎Section 7.7 shall limit the Company’s or the Company Board’s rights to make public statements about its actions in accordance with ‎Section 5.2, ‎Section 5.3 and ‎Section 9.1 without prior consultation, (b) the Company will no longer be required to consult with Parent, and Parent will no longer be required to consult with the Company, in connection with any such press release or public statement if the Company Board has made any Company Board Recommendation Change and (c) the requirements of this Section 6.6 7.7 shall not apply to any release or announcement made or proposed to be made disclosure by the Company or Parent of any information concerning this Agreement or the transactions contemplated hereby in connection with an Acquisition Proposalany dispute between the parties regarding this Agreement, a Company Board Recommendation Change the Merger or Superior Proposalthe other transactions contemplated by this Agreement.

Public Statements and Disclosure. 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 Neither the Company, on the one hand, or nor Guarantor, Parent and Acquisition Merger Sub, on the other hand, shall issue or cause the publication of any public release or otherwise make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States 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 reasonable best good faith efforts to allow the other party Party or parties hereto 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 6.6 6.5 shall not apply to any release or announcement (a) substantially similar in tone and substance with previous public releases or announcements jointly made by the Company and Guarantor or (b) made or proposed to be made by (i) the Company in connection pursuant to Section 6.1(c)(i) or with an Acquisition Proposal, respect to a Company Board Recommendation Change or Superior Proposal(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.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of So long as this Agreement shall be a joint press release to be reasonably agreed upon by is in effect, Parent and the Company. None of the CompanyMerger Sub, on the one hand, or Parent and Acquisition Subthe Company, on the other handother, shall not, and shall cause their respective controlled Affiliates not to, issue any public press release or make any public announcement concerning this Agreement statement with respect to the Merger or the transactions contemplated by this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority governmental body to which the relevant party is subject or submits, wherever situatedsubject, in which case case, to the extent permitted by applicable Law and practicable under the circumstances, the party required proposing to make the issue such press release or make such public announcement shall use its reasonable best efforts to allow consult in good faith with the other party or parties hereto reasonable time before making any such public announcement, (b) with respect to comment on such any press 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 6.6 shall not apply to any release or announcement made or proposed to be made other public statement by the Company in connection with an Acquisition Proposal, permitted by Section 5.3 (including to announce a Company Board Recommendation Change in accordance with Section 5.3) or Superior Proposalotherwise made by the Company from and after any Company Board Recommendation Change or (c) statements consistent in all material respects with any release, disclosure or other public statements previously made in accordance with this Section 6.3, or (d) 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 or approved by the parties, and otherwise in compliance with this Section 6.3, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall be a joint release of, and shall not be issued prior to the approval of each of, the Company and Parent (which approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary set forth in this Agreement, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates or Representatives from making customary announcements and communications in connection with the arrangement and consummation of the Debt Financing; provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement and the Merger shall be a joint press release reasonably acceptable to be reasonably agreed upon by the Company and Parent. Thereafter the Company and Parent and the Company. None of the Company, on the one hand, shall consult with each other before issuing any press release or Parent and Acquisition Sub, on the other hand, shall issue otherwise making any public release statements (including any general communications to employees, customers, partners or make any public announcement concerning vendors) with respect to this Agreement or any of the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement without the prior written consent of the other (parties hereto, which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned; provided that (i) a Party hereto may, except as without the prior consent of the other Parties hereto, issue such press release or announcement make such public statement as may be required by applicable Law or Order or the applicable rules of the NYSE if it has used its commercially reasonable efforts to consult with the other Parties hereto and to obtain such Party’s consent but has been unable to do so prior to the time such press release or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party public statement is subject or submits, wherever situated, in which case the party so required to make be issued or made, (ii) the release Company will not be obligated to engage in such consultation with respect to general communications that are (1) principally directed to employees, customers, partners or announcement shall use its reasonable best efforts to allow vendors so long as such communications are consistent with previous releases, public disclosures or public statements jointly by the Parties (or individually, if approved the other party Party), or parties hereto reasonable time (2) relating 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 6.6 shall not apply to any release or announcement made or proposed to be made by the Company in connection with an Acquisition Proposal, a Company Board Recommendation Change effected in accordance with Section 5.3 or Superior Proposal“stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and permitted by Section 5.3.