Common use of Public Disclosure Clause in Contracts

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the both Purchasers and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasersany Purchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or either Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Acquiror and the Company shall will consult with the each other before issuing, and issue provide each other a joint reasonable opportunity to review, comment upon and concur with, and use its respective commercially reasonable efforts to agree on any press release or public statement with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby hereby, and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall will not issue any such press release or other make any such public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby statement without the prior written consent of the other party (such party, which consent shall not to be unreasonably withheld, conditioned delayed or delayed)conditioned; provided however, except that a party may, without the prior written consent of the other party, issue any such press release or make such statement to the extent a party’s counsel deems such disclosure necessary in order to comply required by law or any listing agreement with Nasdaq or any Law or the regulations or policies of any other applicable national securities exchange or other similar regulatory body (in which case the disclosing party shall give the other market. The parties notice as promptly as is reasonably practicable of any required disclosure hereto have agreed to the extent permitted by applicable Law), shall limit such disclosure to text of the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with joint press release announcing the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partysigning of this Agreement. Notwithstanding anything to the contrary in this Section 4.12foregoing, (i) each of the Purchasers Company and the Company Acquiror may make any public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsand make internal announcements to employees, so long as any such statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made jointly by Acquiror and the Company (or individually, if approved by the other party) and (ii) in the event that there has been a Change of Recommendation pursuant to Section 5.4(d) hereof, neither the Company nor Acquiror will have any further obligation to consult with each other, and do not reveal materialagree, non-before issuing any press release or otherwise making any public information regarding statement with respect to the other parties or the transactions contemplated in Acquisition, this Agreement, the Scheme Document, the Offer Documents, the Schedule 14D-9 or any Acquisition Proposal.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser, Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and may issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyhereby. ThereafterOther than the foregoing, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties Purchaser or the transactions contemplated in this AgreementCompany.

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Purchaser and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.17, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall Each Party hereto agrees to consult with the other Party before issuing or making, and issue to provide the other Party a joint reasonable prior opportunity to review, comment on and concur with, and use all reasonable efforts to agree on, any press release release, public statement or disclosure with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries Transaction Documents or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby thereby, and further agrees not to issue any such press release, public statement or disclosure without the prior written consent (including via email) of the other Party, which such consent shall not be unreasonably withheld. Notwithstanding the foregoing, any Party may, without the prior written consent of the other party Party, (such consent not i) issue any press release, public statement or disclosure required by law (including, for the avoidance of doubt, the filing of any of the Transaction Documents as required exhibits to any report of the Company filed with the SEC pursuant to the Exchange Act and any other disclosures required to be unreasonably withheld, conditioned or delayed), except filed with the SEC relating to the extent a party’s counsel deems transactions contemplated hereby or otherwise describing the terms and conditions of the Transaction Documents) if such disclosure necessary in order Party has used reasonable efforts to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give provide the other parties notice as promptly as is reasonably practicable Party a reasonable opportunity to review such press release, public statement or disclosure and has, in good faith, considered any modifications to such press release, public statement or disclosure of any required disclosure such other Party prior to the extent permitted by applicable Law), shall limit time such press release or public statement or disclosure to the information such counsel advises is required to comply be released pursuant to applicable law, regulation or any listing rule of the NYSE and (ii) issue, make, comment on or concur with such Law any press release, public statement or regulations, and if reasonably practicable, shall consult disclosure with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything respect to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties Transaction Documents or the transactions contemplated in this Agreementhereby or thereby that is the same, substantially similar or consistent with disclosure for which the other Party has previously provided its written consent.

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party Party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParty. Notwithstanding anything to the contrary in this Section 4.127.17, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release of the Company with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyno press release shall be issued by any Party hereto without the prior written consent of the other Party. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with the Securities Act, the Exchange Act, or any other Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable LawLaws), in which case such Party shall make reasonable efforts to limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyapplicable Laws. Notwithstanding anything to the contrary in this Section 4.126.03, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Parent and the Company shall consult with the each other and issue a joint before issuing any press release or otherwise making any public statement with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby hereby, and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall not issue any such press release or other make any such public announcement or communication (statement prior to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed)consultation, except to the extent a party’s counsel deems such disclosure necessary in order to comply with any as may be required by applicable Law or the regulations or policies of any listing agreement with a national securities exchange or other similar regulatory body (exchange, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure commercially reasonable efforts to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration hereto shall be made prior to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12release or public statement; provided, however, that, (a) each of the Purchasers and the Company may party may, without such consultation or consent, make any public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsand make internal announcements to employees, so long as any such statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), and (b) the Company shall not be required to consult or agree with Parent in connection with any public disclosure, including issuing any factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and do not reveal materialthe operation of this Agreement with respect thereto or “stop-look-and listen communication” pursuant to, non-public information regarding or otherwise complying with, the provisions of Rule 14d-9 promulgated under the Exchange Act or any similar communication to the Company Shareholders, in connection with any Acquisition Proposal or Superior Proposal, except as expressly required by Section 6.1 and Section 6.2 hereof. The Company shall consult with Parent and consider the views and comments of Parent before the Company, any Subsidiary of the Company or any of their respective Representatives sends any emails or other documents to the employees of the Company generally or otherwise communicates with such employees generally, with respect to the Offer or any of the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of The initial press release relating to this AgreementAgreement shall be a joint press release, each of the Purchasers and thereafter Parent and the Company shall consult with each other before issuing, and provide each other the other reasonable opportunity to review and issue a joint press release with respect to the execution of this Agreementcomment upon, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) statements with respect to the transactions contemplated hereby Mergers or thereby the Contemplated Transactions, and shall not issue any such press release or make any such public statement without the prior other Person’s written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any as may be required by applicable Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partylegal process. Notwithstanding anything the foregoing: (a) each party may, without such consultation or consent, make announcements to the contrary in this Section 4.12, each of the Purchasers and the Company may make employees or any public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsconferences, so long as any such statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party); (b) subject to any other applicable terms of this Agreement, either Party may make any disclosures, without the other Party’s prior written consent (but, in the case of the Company, with prior notice), in the Company and SEC Documents or Parent SEC Documents, as applicable, as may be required by applicable federal securities Laws; (c) a party may, without the prior consent of the other party but subject to giving advance notice to the other party, issue any such press release or make any such public announcement or statement as may be required by any applicable Law. The restrictions of this Section 6.08 do not reveal material, non-public information regarding the other parties apply to communications in connection with and following a Company Adverse Recommendation Change or the transactions contemplated Parent Adverse Recommendation Change in this Agreementcompliance with Section 6.04.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release (to be furnished by the Company to the SEC on Form 6-K) with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (body, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.. [The rest of this page has deliberately been left blank]

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and Parties will issue a joint press release mutually agreeable to both Parties with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreement and the transactions contemplated hereby and thereby. Thereafter, Thereafter neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Applicable Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Party prior written notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Applicable Law or regulations, and if reasonably practicable, shall consult with the other party Party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParty. Notwithstanding anything to the contrary in this Section 4.126.15, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by without the press, analysts, investors or those attending industry conferences or financial analyst conference callsother Party’s consent, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Party or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this AgreementOn or before June 30, each of the Purchasers and 2022, the Company shall consult with the other and issue a joint press release with respect file an amendment to the execution of this Agreement, Registration Statement including the Notes and preliminary prospectus to reflect the transactions contemplated hereby and therebyhereby, which shall reference the investment by the Investor. ThereafterNo other written release, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to filing concerning the transactions contemplated hereby by this Agreement shall be issued, filed or thereby furnished, as the case may be, by any party without the prior written consent of the other party (such which consent shall not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems as such disclosure necessary in order to comply with any Law release, announcement or filing as may be required by law or the rules or regulations or policies of any securities exchange or other similar regulatory body (exchange, in which case the disclosing party shall give required to make the other parties notice as promptly as is reasonably practicable of any required disclosure release or announcement shall, to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with allow the other party regarding reasonable time to comment on such disclosure release or announcement in advance of such issuance. The provisions of this Section shall not restrict the ability of a party to summarize or describe the transactions contemplated by this Agreement in the Registration Statement or any registration statements, reports, schedules, forms, prospectuses, proxy statements and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything documents filed with or furnished to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, SEC so long as the other party is provided a reasonable opportunity to review such disclosure in advance; provided that, the Investor shall have the right to review and consent to the portions of any such statements are disclosure which refers to the names of the Investor and any of its affiliated persons or entities, including the preliminary prospectus and the amendment to the Registration Statement referenced in the first sentence of this paragraph (which consent shall not materially inconsistent with previous press releasesbe unreasonably withheld, public disclosures conditioned or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreementdelayed).

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither Neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (body, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.125.10, each of the Purchasers Company and the Company Purchaser may make public disclosures, disclosures in its financial statements and public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such disclosures and statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties Purchaser or the transactions contemplated in this AgreementCompany.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.125.16, each of the Purchasers Purchaser, Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company Party shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the Purchasersno Party, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company Parties shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyhereby. Thereafter, neither none of the Company nor the PurchasersParties, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed)Parties, except to the extent a partyParty’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party Parties regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParties). Notwithstanding anything to the contrary in this Section 4.128.2, each of the Purchasers Ctrip Parties and the Company Seller may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Company Parties or otherwise made in accordance with this Section 8.2 and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this AgreementFrom and after the Closing, each of the Purchasers and the Company parties hereto shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue before issuing any press release or other otherwise making any public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) statements with respect to this Agreement or any of the transactions contemplated hereby or thereby without the prior written consent by this Agreement, and none of the parties shall issue any such press release or make any such public statement prior to obtaining the other party parties’ consent (such which consent shall not to be unreasonably withheld, conditioned or delayed); provided that Seller and Purchaser (and their respective Affiliates) may, except to without obtaining the extent a other party’s counsel deems such prior written consent, make any filing or disclosure necessary in order with respect to comply with this Agreement or any of the transactions contemplated by this Agreement (i) as Seller or Purchaser, as applicable, reasonably determines may be required by Law (including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder) or the regulations or policies rules of any securities national stock exchange applicable to such party, or other similar regulatory body (otherwise determines that such filing or disclosure is appropriate or advisable in light of such party’s status as a public reporting company, in which case the disclosing such party shall give endeavor, on a basis reasonable under the other parties notice as promptly as is reasonably practicable of any required disclosure circumstances, to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding before making such filing or disclosure with respect to this Agreement or any of the transactions contemplated by this Agreement (and give good faith consideration if such prior consultation is not reasonable under the circumstances, to any suggested changes to such disclosure from promptly inform the other party. Notwithstanding anything to the contrary in this Section 4.12, each party of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors such filing or those attending industry conferences disclosure) or financial analyst conference calls, so long (ii) as any such statements are not materially inconsistent with the previous press releases, public disclosures statements or public statements disclosures made by Seller or Purchaser (or their Affiliates) in compliance with this Section 8.2 (provided the Company and do direct and/or indirect investors in Purchaser (and/or their respective affiliates) are not reveal material, non-public information regarding the other parties named or the transactions contemplated in identified (except for any affiliate of Seller). The provisions of this AgreementSection 8.2 shall survive Closing.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue on the issuance of a joint press release with respect to the execution of this Agreement, Agreement and the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure is necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties party notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.125.10, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties party or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser Representative and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Registration Rights Agreement and the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.126.11, each of the Purchasers Purchaser Representative and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.126.10, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party Parties regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParties. Notwithstanding anything to the contrary in this Section 4.126.15, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by without the press, analysts, investors or those attending industry conferences or financial analyst conference callsother Party’s consent, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the both Purchasers and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasersany Purchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or 26 either Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.. Section 7.17

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyhereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, (a) the Company may disclose this Agreement, the Note and the transactions contemplated hereby in a Form 6-K, (b) the Company may make such disclosure as is required under the relevant stock exchange rules or by the SEC and (c) each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Purchaser and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any Any public or other provision of announcement with respect to this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to except as may be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit will be made only upon the mutual agreement of Xxxxxx, on behalf of the Vendor, and the Purchaser; provided, however, that in the event of a request by any regulatory body for disclosure by any party or in the event of a legal requirement to make disclosure, the party making such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding (or parties) prior to making any statement or press release and each party shall use all reasonable efforts, acting in good faith, to agree upon the text for such statement or press release. If a party is subject to a legal requirement to make disclosure, that party shall have the final determination as to the timing and content of such disclosure and give good faith consideration to any suggested changes to but shall make only such disclosure from as it, acting reasonably, believes to be necessary to comply with the other party. Notwithstanding anything legal requirement or as is otherwise agreed to the contrary in this Section 4.12, by each of the Purchasers parties. Information respecting this Agreement and any of the Transactions contemplated hereby or thereby, including any subsequent negotiations and procedures relating thereto, shall otherwise be kept in the strictest of confidence by the Vendor and the Company may Purchaser and their respective authorized representatives. The Purchaser agrees to provide drafts of any proposed disclosure to the Vendor and to make public statements in response to specific questions any changes reasonably requested by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this AgreementVendor.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release (to be furnished by the Company to the SEC on Form 6-K) with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.11, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.

Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchasers, Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.

Public Disclosure. Without limiting any other provision of this AgreementOn or before March 31, each of the Purchasers and 2022, the Company shall consult with the other and issue a joint press release with respect file an amendment to the execution of this Agreement, Registration Statement including the Notes and preliminary prospectus to reflect the transactions contemplated hereby and therebyhereby, which shall reference the investment by the Investor. ThereafterNo other written release, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to filing concerning the transactions contemplated hereby by this Agreement shall be issued, filed or thereby furnished, as the case may be, by any party without the prior written consent of the other party (such which consent shall not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems as such disclosure necessary in order to comply with any Law release, announcement or filing as may be required by law or the rules or regulations or policies of any securities exchange or other similar regulatory body (exchange, in which case the disclosing party shall give required to make the other parties notice as promptly as is reasonably practicable of any required disclosure release or announcement shall, to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with allow the other party regarding reasonable time to comment on such disclosure release or announcement in advance of such issuance. The provisions of this Section shall not restrict the ability of a party to summarize or describe the transactions contemplated by this Agreement in the Registration Statement or any registration statements, reports, schedules, forms, prospectuses, proxy statements and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything documents filed with or furnished to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, SEC so long as the other party is provided a reasonable opportunity to review such disclosure in advance; provided that, the Investor shall have the right to review and consent to the portions of any such statements are disclosure which refers to the names of the Investor and any of its affiliated persons or entities, including the preliminary prospectus and the amendment to the Registration Statement referenced in the first sentence of this paragraph (which consent shall not materially inconsistent with previous press releasesbe unreasonably withheld, public disclosures conditioned or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreementdelayed).

Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release of the Company with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyno press release shall be issued by any Party hereto without the prior written consent of the other Party. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with the Securities Act, the Exchange Act, or any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable LawLaws), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyapplicable Laws. Notwithstanding anything to the contrary in this Section 4.126.02, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.