Common use of Public Statements and Disclosure Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Public Statements and Disclosure. The initial press releases release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to Parent the Company and the CompanyParent. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to unless the portion of any communication relating to Company Board has made a Company Board Recommendation Change), on the one hand, ) and Parent and Merger Sub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties Party before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreementthe Merger, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) except that the Company and Parent will not be obligated to engage in such consultation use their respective reasonable best efforts to consult with the other Party with respect to communications that are (Ax) required by applicable Law; , regulation or stock exchange rule or listing agreement, (By) principally directed consistent with the initial press release or other mutually agreed communications (including the Proxy Statement and other public filings made with the SEC in connection with the Agreement or the Merger) or (z) internal communications to employees of the Company and or its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will its Subsidiaries, as applicable, that, in the good faith assessment of the Company or Parent, as applicable, would not need to be obligated publicly filed pursuant to engage in such consultation with respect to communications that are (A) applicable Law. Except as required by applicable Law; , regulation, stock exchange rule or (B) principally directed at listing agreement, Parent and the Company will not issue any of its Affiliates and its and their Affiliates, Representatives, investors subsequent press release concerning this Agreement or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by Merger without the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change’s consent.