Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. The initial press release concerning this Agreement and the Merger of the Company will be in a form reasonably agreed by each Party. Thereafter, the Company on the one hand, and the Buyer Parties, on the other hand, will use their reasonable best efforts to obtain the other Parties’ consent (which consent shall not be unreasonably withheld, conditioned or delayed) before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in any such case to the extent relating to the Merger or the transactions contemplated by this Agreement, except that (x) neither the Buyer Parties nor Company will be obligated to engage in such consultation (or obtain such consent) with respect to communications that are (i) required by applicable Law, regulation or stock exchange rule or listing agreement; (ii) not inconsistent in any material respect with previous communications made by the Parties in compliance with this Section 8.12; or (iii) made in connection with, or with respect to, a Recommendation Change (in the case of the Company, that complies with Section 7.3); and (y) Parent will not be obligated to engage in such consultation (or obtain such consent), with respect to communications that are directed to any existing or prospective general or limited partners, equity holders, members and investors of Parent or its Affiliates with respect to fundraising, marketing, informational or reporting activities, 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 release concerning this Agreement and the Merger of Transactions will be a joint press release reasonably acceptable to the Company will be in a form reasonably agreed by each Partyand Parent (the “Announcement”). Thereafter, the Company (other than any communication principally related to a Company Board Recommendation Change), on the one hand, and the Buyer PartiesParent and Merger Sub, on the other hand, will use their respective reasonable best efforts to obtain consult with the other Parties’ consent (which consent shall not be unreasonably withheld, conditioned or delayed) 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 any such case to the extent relating to the Merger or the transactions contemplated by this AgreementTransactions, except that (x) neither the Buyer Parties nor Company will not be obligated to engage in such consultation (or obtain such consent) with respect to communications that are (i) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (ii) not inconsistent in any material respect with previous communications made by the Parties in compliance with this Section 8.12; or (iii) made in connection with, or with respect to, a Recommendation Change (in the case of the Company, that complies with Section 7.3); and (y) Parent will not be obligated to engage in such consultation (or obtain such consent), with respect to communications that are principally directed to any existing employees, suppliers, customers, partners or prospective general or limited partners, equity holders, members and investors of Parent or its Affiliates with respect to fundraising, marketing, informational or reporting activities, vendors so long as such communications are consistent with prior communications previously agreed the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (iii) 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 do does not add additional material information not included in such previous communicationrelate specifically to the signing of this Agreement or the Transactions.

Public Statements and Disclosure. The initial press release concerning this Agreement and the Merger of the Company Transactions will be in a form reasonably agreed by each Party. Thereafter, the Company Company, on the one hand, and the Buyer Parties, on the other hand, will use their reasonable best efforts to obtain the other Parties’ consent (which consent shall not be unreasonably withheld, conditioned or delayed) 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 any such case to the extent relating to the Merger or the transactions contemplated by this AgreementTransactions, except that (x) neither the Buyer Parties nor the Company will not be obligated to engage in such consultation (or obtain such consent) with respect to communications that are (i) required by applicable Lawlaw, regulation or stock exchange rule or listing agreement; (ii) not inconsistent in any material respect with previous communications made by the Parties in compliance with this Section 8.12; or 7.11, (iii) made in connection with, or with respect to, a Company Board Recommendation Change (in the case of the Company, that complies with Section 7.3); and 6.2, (yiv) Parent will not be obligated to engage in such consultation after the Company Board (or obtain committee thereof) has determined an Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal in compliance with Section 6.2, solely to the extent related to such consent), Superior Proposal and in compliance with Section 6.2; or (v) with respect to communications that are directed any filing or other communication made as part of any Legal Proceedings between the parties to any existing or prospective general or limited partners, equity holders, members and investors of Parent or its Affiliates with respect to fundraising, marketing, informational or reporting activities, 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 communicationthis Agreement.

Public Statements and Disclosure. The initial press release concerning this Agreement and the Merger Merger, of the Company will be in a form reasonably agreed by each Party. ThereafterCompany, the Company on the one hand, and the Buyer PartiesParent and Merger Sub, on the other hand, will use their reasonable best efforts each be reasonably acceptable to obtain the other Parties’ Party. Thereafter, the Company and its Affiliates (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 and their Affiliates (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the other hand, will obtain other Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in any such case to the extent relating to the Merger or the transactions contemplated by this AgreementTransactions, except that (x) neither the Buyer Parties nor Company will be obligated to engage in such consultation (or obtain such consent) with respect to communications that are (iw) required by applicable Law, regulation or stock exchange rule or listing agreement; (iix) not inconsistent in any material respect principally directed to employees, suppliers, customers, partners or vendors so long as such communications are consistent with the previous communications press releases, public disclosures or public statements made jointly by the Parties in compliance with this Section 8.12; (or (iii) made in connection with, or with respect to, a Recommendation Change (in individually if approved by the case of the Company, that complies with Section 7.3other Party); and (y) Parent will not be obligated to engage in such consultation (or obtain such consent), 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 with respect to fundraising, marketing, informational or reporting activitiesAffiliates, 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 communicationcommunication (z) solely to the extent related to a Superior Proposal or Company Board Recommendation Change.