Common use of Public Statements Clause in Contracts

Public Statements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8.

Public Statements. The initial Prior to the end of the “quiet period” related to the Offering (as contemplated under applicable securities laws), Participant will not issue any press release or public statement in connection with respect to the execution of this Agreement shall be a joint Agreement, the Series and/or the Offering without Fantex’s prior written consent, which consent Fantex may withhold in its sole discretion. After the end of the “quiet period” related to the Offering (as contemplated under applicable securities laws), Participant will not issue any press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement statement in connection with the receipt execution of this Agreement, the Series and/or the Offering without Fantex’s prior written consent, which consent will not be unreasonably withheld or delayed and existence of a Company Acquisition Proposal and shall be deemed granted if Participant fails to respond to any request for such consent within three (3) business days after Fantex requests such consent in writing, in accordance with the publication of notice requirements set forth in the Agreement.. Fantex will not issue any press release or announcement public statement in connection with respect this Agreement or which makes any reference to a Company Change Participant, in Recommendation made each case, without Participant’s prior written consent, which consent will not be unreasonably withheld or delayed and shall be deemed granted if Participant fails to respond to any request for such consent within three (3) business days after Fantex requests such consent in writing, in accordance with the notice requirements set forth in the Agreement. Notwithstanding anything to the contrary contained in this Section 6.410.2, neither Party shall be prohibited from issuing publicity related to the other Party that includes incidental references to the other Party and its involvement therewith; provided, however, that any such incidental references shall (a) occur only after a mutually approved initial press release announcing the Parties entering into the Agreement and (db) not mention the other Party or any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation of its representatives in an unfavorable or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8derogatory manner.

Public Statements. The initial press release with respect to the execution of this Agreement No Party shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements announcement, statement or other disclosure before Consulting with the other Parties (including a right to review in advance and comment on such proposed disclosure) to the extent such public announcement 42 or other disclosure specifically identifies any Party or such Party’s Affiliates (other than Affiliates of the disclosing Party), includes the detailed terms of the Transaction Documents or describes the Tax structure or Tax treatment of the transactions contemplated by this Agreement, and will not make such issuance without the consent of all of the Parties (which consent shall not unreasonably be withheld). Copies of all such proposed disclosure will be sent to each other public disclosures regarding this Party by e-mail in accordance with the e-mail address or addresses included on Exhibit A to the Project Company LLC Agreement for such Party. Notwithstanding the foregoing, any Party that is subject to disclosure requirements under the Securities Exchange Act or similar Applicable Laws shall have the Transactionsright to make the final determination about its required disclosures, and may disclose as such Party deems necessary and appropriate to comply with Applicable Laws in such Party’s sole discretion and may make such disclosure without first providing copies to any other Person hereunder as long (x) such disclosure does not specifically identify any Party or such Party’s Affiliates (other than Affiliates of the disclosing party). or (y) the disclosing Party is advised by counsel that either disclosure of the identity of any Party or its Affiliates is legally required and/or that immediate disclosure is required and advance disclosure to the other Party is consequently impractical. No Party will, without the prior written consent of the Other other applicable Parties, in each instance, (a) use in advertising, publicity, or otherwise the name of any other Party, or any partner or employee of such Party or its Affiliates, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by such Party or its Affiliates, or (b) represent, directly or indirectly, that any product or service provided by the Project Company has been endorsed or provided by Investors or its Affiliates. Notwithstanding anything contained in this Section 8.3 to the contrary, no Party shall be prohibited from publicly disclosing that, and shall not be required to Consult with the other Parties in connection therewith, such consent Party has entered into the Transaction Documents so long as such public disclosure does not directly or indirectly identify the other Parties, or the Affiliates thereof, or the terms of the Transaction Documents (subject, however, to be unreasonably withheldeach Party’s discretion to make disclosures under the Securities Exchange Act or similar Applicable Laws as provided in this Section 8.3, conditioned including filing of this Agreement or delayedthe Project Company LLC Agreement with as an exhibit to a report pursuant to the Securities Exchange Act or similar Applicable Laws with such redactions if any as are agreed to by the parties)). Notwithstanding the foregoing, (a) nothing in this Section 8.3 shall apply to an announcement, statement, or disclosure by a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which regarding such Party’s Affiliates or its parent entity’s capital stock is traded; provided that such a use by a Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party name or mark of its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8Affiliates.

Public Statements. The initial Prior to the end of the “quiet period” related to the Offering (as contemplated under applicable securities laws), Participant will not issue any press release or public statement in connection with respect to the execution of this Agreement shall be a joint Agreement, the Series and/or the Offering without Fantex’s prior written consent, which consent Fantex may withhold in its sole discretion. After the end of the “quiet period” related to the Offering (as contemplated under applicable securities laws), Participant will not issue any press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement statement in connection with the receipt execution of this Agreement, the Series and/or the Offering without Fantex Brand Agreement Standard Terms & Conditions Fantex’s prior written consent, which consent will not be unreasonably withheld or delayed and existence of a Company Acquisition Proposal and shall be deemed granted if Participant fails to respond to any request for such consent within three (3) business days after Fantex requests such consent in writing, in accordance with the publication of notice requirements set forth in the Agreement.. Fantex will not issue any press release or announcement public statement in connection with respect this Agreement or which makes any reference to a Company Change Participant, in Recommendation made each case, without Participant’s prior written consent, which consent will not be unreasonably withheld or delayed and shall be deemed granted if Participant fails to respond to any request for such consent within three (3) business days after Fantex requests such consent in writing, in accordance with the notice requirements set forth in the Agreement. Notwithstanding anything to the contrary contained in this Section 6.410.2, neither Party shall be prohibited from issuing publicity related to the other Party that includes incidental references to the other Party and its involvement therewith; provided, however, that any such incidental references shall (a) occur only after a mutually approved initial press release announcing the Parties entering into the Agreement and (db) not mention the other Party or any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation of its representatives in an unfavorable or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8derogatory manner.

Public Statements. The initial press release to be issued with respect to the execution of this Agreement Transactions shall be a joint press release to in a form agreed by the parties. Thereafter, no public release or announcement concerning the Transactions shall be reasonably agreed upon issued by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, party without the prior written consent of the Other Party Company and Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party except as such release or its Representatives announcement may issue a public announcement or other public disclosures be required by Law or the rules or regulations of any stock exchange upon applicable Governmental Authority to which such Party’s the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford allow each other party reasonable time to comment on such release or announcement in advance of such issuance, it being understood that the Other Party an opportunity to first review the final form and content of any such release or announcement, to the proposed disclosure extent so required, shall be at the final discretion of the disclosing party. Notwithstanding the foregoing, and provide reasonable comments regarding sameexcept as otherwise provided in this Agreement, (b) a Party or its Representatives may issue including the Company’s obligations under Section 2.2 and Section 7.8, each party may, without complying with the foregoing obligations, make any public announcement statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, make other internal announcements to employees and make disclosures in Company SEC Reports, to the extent that such statements are not inconsistent with previous press releases, public disclosure that is consistent with prior public announcements issued disclosures or public disclosures statements made jointly by the parties and otherwise in compliance with this Section. Notwithstanding the foregoing, the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 2.2(a) or following a Company Adverse Recommendation Change, so long as any public statement in connection with a Company Adverse Recommendation Change is made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.87.8.

Public Statements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party Party, (c) Parent, Merger Sub and their Affiliates may issue disclosures or communications to existing or prospective general or limited partners, equity holders, members, managers and investors of such Person or any Affiliates of such Person, provided, in each case such disclosures or communications are made in the ordinary course of business and subject to customary confidentiality restrictions, and (d) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8.

Public Statements. The initial No Party hereto shall make any press release, public announcement or public statement regarding the Arrangement or the transactions contemplated herein which has not been previously reviewed and commented on by the other Party, except that any Party may issue a press release or make a filing with respect to the execution of this Agreement shall be a joint regulatory authority if counsel for such Party advises that such press release or filing is necessary in order to comply with Applicable Laws or the rules and policies of any stock exchange, in which case such Party will first make a reasonable effort to obtain the approval of the other Party and provided further that nothing herein will restrict either Party from including in any press release, material change report, continuous disclosure document or other document required to be reasonably agreed upon prepared, sent, delivered, distributed, disseminated or filed, any statement regarding this Agreement, the Arrangement, or the transactions contemplated herein previously approved by Parent and the Companyother Party or previously disclosed as permitted pursuant to this section. Parent and In addition, the Company will notconsult with Digital River and the Purchaser regarding, and each of provide Digital River and the foregoing will use reasonable best efforts to cause its Representatives not toPurchaser a draft of, issue any public announcements or make other public disclosures regarding this Agreement or the Transactionspress release, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law statement regarding the business, operations, results of operations, properties, assets, liabilities or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content financial condition of the proposed disclosure Company, and provide reasonable comments regarding same, (b) a Party or its Representatives may shall not issue any press release, public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance statement inconsistent with the second sentence results of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement such consultation, and will consider in connection with the receipt and existence of a Company Acquisition Proposal good faith any comments or revisions requested by Digital River and the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statementsPurchaser, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted may issue any such press release or make such a filing with a regulatory authority if its counsel advises that such press release or filing is necessary to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business comply with Applicable Laws or the SpinCo Group) without rules and policies of any stock exchange, in which case the Company will first providing Parent with make a reasonable opportunity effort to enable Digital River and the Purchaser to review and comment upon on any such statements, except press release or filing and to obtain the extent such statement (i) is included approval of Digital River and the Purchaser and will consider in good faith any comments or revisions requested by Digital River and the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8Purchaser.

Public Statements. The initial press release Neither the Company, the Manager nor any Member shall issue any public announcement, statement or other disclosure before Consulting with respect the Manager and the Members (including a right to review in advance and comment on such proposed disclosure) to the execution extent such public announcement or other disclosure specifically identifies the Manager, any Member or any Member’s Affiliates (other than Affiliates of the disclosing party), includes the detailed terms of this Agreement or describes the Tax structure or Tax treatment of the transactions contemplated by this Agreement and will not make such issuance without the approval of the Manager and all of the Members (which consent shall not unreasonably be a joint press release withheld). Copies of all such proposed disclosure will be sent to be reasonably agreed upon each other party by Parent e-mail in accordance with the e-mail address or addresses included on Exhibit A for such party. Notwithstanding the foregoing, any party that is subject to disclosure requirements under the Securities Exchange Act (as defined in the Transaction Agreement) or similar Applicable Laws shall have the right to make the final determination about its required disclosures, and may disclose as such party deems necessary and appropriate to comply with Applicable Laws in such party’s sole discretion and may make such disclosure without first providing copies to any other party hereunder as long as (x) such disclosure does not specifically identify any party or such party’s Affiliates (other than Affiliates of the disclosing party) or (y) the disclosing party is advised by counsel that either disclosure of the identity of any party or its Affiliates is legally required and/or that immediate disclosure is required and advance disclosure to the other party is consequently impractical. Each of the Company. Parent , the Manager and the Company each Member will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party other applicable parties, in each instance, (a) use in advertising, publicity, or otherwise the name of any other party, or any partner or employee of such consent party or its Affiliates, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by such party or its Affiliates, or (b) represent, directly or indirectly, that any product or service provided by the Company has been endorsed or provided by any party or its Affiliates. Notwithstanding anything contained in this Section 11.8 to the contrary, none of the Company, the Manager and the Members shall be prohibited from publicly disclosing that, and shall not be required to be unreasonably withheldConsult with the parties in connection therewith, conditioned such party has entered into the Transaction Documents (as defined in the Transaction Agreement) so long as such public disclosure does not directly or delayedindirectly identify the other parties, or the Affiliates thereof, or the terms of the Transaction Documents (subject, however, to each party’s discretion to make disclosures under the Securities Exchange Act or similar Applicable Laws as provided in this Section 11.8, including filing of this Agreement with as an exhibit to a report pursuant to the Securities Exchange Act or similar Applicable Laws with such redactions if any as are agreed to by the parties). Notwithstanding the foregoing, (a) nothing in this Section 11.8 shall apply to an announcement, statement, or disclosure by a Party party regarding such party’s Affiliates or its Representatives may issue a public announcement or other public disclosures required use by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content a party of the proposed disclosure and provide reasonable comments regarding same, (b) a Party name or mark of its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8Affiliates.

Public Statements. The parties agree that the initial press release with respect to public announcement of the execution of this Agreement shall be a joint in the form of the press release that describes the nature and scope of the transaction and attached to be reasonably agreed upon by Parent the Cross-License Agreement as an appendix. Future characterizations of this Agreement, the Related Agreements and the Companytransactions contemplated hereby and thereby shall be consistent with such press release, although the parties recognize that either of them may be obligated to make more specific disclosures of financial or other terms in their filings with the SEC. Parent It is understood by the parties that the initial report on Form 8-K regarding the consummation of this Agreement, the Related Agreements and the Company transactions contemplated hereby and thereby filed by each party may contain such additional detail; provided, however, that such initial reports will not, be exchanged for review and each comment prior to filing and any party receiving comments in response will review and consider them in good faith. Subject to paragraph 17.1 of the foregoing will Cross-License Agreement, the terms of which shall govern the disclosure of Confidential Information (as defined in the Cross-License Agreement) relating to or pursuant to this Agreement, each party shall use reasonable best efforts to cause its Representatives not to, issue any public announcements or make submit to the other party a draft of all press releases and other public disclosures regarding relating to this Agreement or the Transactionsparties' relationship hereunder ("Proposed Disclosures") for review and comment by the other party at least five (5) full business days prior to the date on which such party plans to release such Proposed Disclosure, without and in any event shall submit such drafts at least 24 hours prior to the prior written consent release of such Proposed Disclosures, and shall review and consider in good faith any comments provided in response. If a party is unable to comply with the foregoing 24 hour notice requirement because of a legal obligation or stock exchange requirement to make more rapid disclosure, such party shall not be in breach of this Agreement, but shall in that case give telephone notice to a senior executive of the Other Party (other party and provide a draft of such consent not Proposed Disclosure with as much notice as possible prior to be unreasonably withheld, conditioned or delayed)the release of such Proposed Disclosure. Notwithstanding A party may publicly disclose without regard to the foregoing, preceding requirements of this Section 8.2 information that was previously disclosed (a) in a Party Proposed Disclosure that was in compliance with such requirements, or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party or its Representatives may issue any in the initial public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with of the second sentence execution of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release Agreement or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8.initial report on Form 8-K.

Public Statements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, will cause their respective controlled Affiliates not to, and each of the foregoing will use their respective reasonable best efforts to cause its their respective Representatives and non-controlled Affiliates (including directing them) not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 6.7 without the prior written consent of the Other Party Party, (c) Parent, Merger Sub and their Affiliates may issue disclosures or communications to existing or prospective general or limited partners, equity holders, members, managers and investors of such Person or any Affiliates of such Person; provided, that in each case such disclosures or communications are made in the ordinary course of business and subject to customary confidentiality restrictions, and (d) the second sentence of this Section 6.8 6.7 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Adverse Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8.

Public Statements. The initial So long as this Agreement is in effect, Parent and the Company shall not, and shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, Transactions without the prior written consent of the Other Party other (such which consent shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding ) and shall consult with each other prior to issuing any press release or otherwise making any public statement with respect to the foregoingTransactions and provide to each other for review an advance copy of any such press release or statement, except (a) a Party or its Representatives as may issue a public announcement or other public disclosures be required by Law applicable Law, in which case the party required to make the release or the rules of any stock exchange upon which such Party’s or announcement shall use its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford allow the Other Party an opportunity other reasonable time to first review the content comment on such release or announcement in advance of the proposed disclosure and provide reasonable comments regarding samesuch issuance, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement other public statement by the Company expressly permitted by Section 7.8, (c) with respect to a Company Change any press releases or other public statements by Parent or Merger Sub in Recommendation made in accordance with Section 6.4; and response to any public announcement permitted by clause (b) hereof, or (d) each party may make any statementspublic statement in response to questions from the press, filings analysts, investors or those attending industry conferences, make internal announcements to employees and other communications make disclosures in Company SEC Documents, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Section 7.4. Each of the parties hereto agrees that, promptly following execution of this Agreement, (i) the Company and Parent shall issue an initial joint press release with respect to SpinCothe Transactions, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that a form mutually agreed to by the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reportsParent, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties Company shall (1) file a current report on Form 8-K with the SEC attaching such initial press release and copy of this Agreement as required, or exhibits and (2) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching such initial press release and (iii) is contained in communications approved by Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the Parties pursuant to this Section 6.8SEC attaching such initial press release.

Public Statements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the CompanyParties. Parent and Thereafter, so long as this Agreement is in effect, the Company Parties will not, and each of the foregoing Party will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, Transactions without the prior written consent approval of the Other Party (such consent not to be unreasonably withheldother Party; provided, conditioned or delayed). Notwithstanding the foregoinghowever, (a) that a Party or its Representatives may issue a public announcement or other public disclosures required by applicable Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; , provided that such Party uses reasonable best efforts to afford affords the Other other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments comment regarding same, which comments such Party shall consider implementing in good faith; provided further that no provision of this Section 7.09 shall be deemed to (bi) restrict in any manner a Party’s ability to make internal communications with its employees solely to the extent that they are consistent with (and do not contain any information not already included in) previous press releases, public disclosures or public statements made by a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent 7.09, (ii) restrict any disclosure of the Other any information consistent with (and that does not contain any information not already included in) previous press releases, public disclosures or public statements made by a Party (c) the second sentence of in compliance with this Section 6.8 shall not apply 7.09 or (iii) require Sailfish to consult with or obtain any approval from any other Party with respect to a Table of Contents public announcement or press release issued in connection with the receipt and existence of a Company Acquisition Competing Proposal and the publication matters related thereto or a Change of any press release or announcement with respect to a Company Change Recommendation other than as set forth in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements 7.05. Notwithstanding anything to the extent relating contrary in this Agreement (or anything in the Confidentiality Agreement to the Merger (contrary), nothing in this Agreement shall restrict the ability of Green Energy or any of its Affiliates from making customary disclosures to current or prospective general or limited partners, equity holders, members, managers and not the business investors of Apple, Ride or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included their respective Affiliates in the Company’s SEC reportsordinary course of their business, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as requiredin each case, or (iii) is contained in communications approved by the Parties pursuant who are subject to this Section 6.8customary confidentiality restrictions.

Public Statements. The Parties agree that the initial press release to be issued with respect to the execution of transactions contemplated by this Agreement shall be a joint press release in the form mutually agreed to by the Parties in writing and shall be reasonably issued at the time mutually agreed upon to in writing by Parent the Parties. Purchaser and the Company. Parent and the Company will Sellers shall not, and each of the foregoing will use reasonable best efforts to shall cause its respective Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactionstransactions contemplated hereby, without the prior written consent approval of the Other other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing; provided, (a) however, that a Party or its Representatives may issue a public announcement or other public disclosures required by Law Law, the Commission or the rules or regulations of Nasdaq; provided, further, that prior to any stock exchange upon which such Party’s public disclosure (including those required by Law, the Commission or its parent entity’s capital stock is traded; provided that Nasdaq), such Party uses reasonable best efforts to afford shall provide the Other other Party an opportunity to first review the content with a copy of the proposed public disclosure and provide reasonable comments regarding same, (b) a shall afford the other Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statementson the proposed public disclosure (and the subject Party shall consider any reasonable comments or other requests of the other Party with respect to the proposed public disclosure, except in good faith); and provided, finally, that nothing herein shall restrict any Party from disclosing information regarding this Agreement and the transactions contemplated hereby to its Representatives to the extent such statement permitted by Section 6.06. Notwithstanding the foregoing, this Section 6.05 shall not apply to any public announcement or other public disclosure (ia) that is included in consistent with the Company’s SEC reports, (ii) is not inconsistent with or initial press release and the terms of this Agreement and does not contain more substantive any information than statements filed by relating to the Parties or the transactions contemplated by this Agreement that has not been previously announced or made public in accordance with the SEC as required, terms of this Section 6.05; or (iiib) is contained made in communications approved by the Parties pursuant Ordinary Course of Business and does not principally relate to this Section 6.8Agreement or the transactions contemplated hereby.

Public Statements. The initial Except for any disclosure permitted under Section 12.1.3 (Authorized Disclosure) or publications permitted under Section 12.3 (Scientific Publications), as applicable, neither Party nor any of its Affiliates will make any public announcements, press release with respect releases, regulatory filing or other public disclosures, written or oral, whether to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and public, the Company. Parent and the Company will notpress, and each of the foregoing will use reasonable best efforts to cause its Representatives not tostockholders or otherwise, issue any public announcements or make other public disclosures regarding concerning this Agreement or the Transactionsterms or the subject matter hereof, without the performance hereof or the Parties’ activities hereunder, or any results or Data arising hereunder (a “Public Statement”), except: (a) with the prior written consent of the Other other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses consent may be conditioned upon certain reasonable best efforts restrictions as to afford the Other Party an opportunity to first review the content or distribution of the proposed disclosure and provide reasonable comments regarding same, such Public Statement); or (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made for such Public Statements that, in compliance with the second sentence of this Section 6.8 without the prior written consent opinion of the Other counsel for the Party intending to make such Public Statement, are required to comply with Applicable Laws (c) including the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication regulations of any press release or announcement stock exchange) (a “Legal Requirement”), which shall contain [**]. Each Party agrees to provide the other Party with respect a copy of any proposed Public Statement as soon as reasonably practicable under the circumstances prior to a Company Change in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetingsits scheduled release; provided that each Party shall provide the Company will not be permitted other with an advance copy of any such Public Statement at least [**] prior to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statementsits scheduled release, except to the extent not practicable under Applicable Law or under extraordinary circumstances when such statement notice is not possible (in which event the proposed Public Statement will still be provided to the other Party for comment before release (and the releasing Party shall use commercially reasonable efforts to provide at least [**] prior to the intended time of publication)). Furthermore, each Party shall have the right to review and recommend changes to any such Public Statement and, except as otherwise required by Legal Requirement [**]. Except with respect to Public Statements that consist of information that has previously been made publicly available in accordance with this Agreement (so long as (i) is included in such subsequent public statements are made without changes to the Company’s SEC reports, substantive information provided therein and (ii) the information provided therein is still considered accurate and non-misleading and has not inconsistent been superseded by other subsequent information known by such Party), each Party agrees in any event to give the other Party a reasonable opportunity (to the extent consistent with Legal Requirements) to review all Public Statements required by Legal Requirements to be filed with the Securities and Exchange Commission or does not contain more substantive information than statements filed similar body prior to submission of such filings, and will give due consideration to any reasonable comments by the Parties with non-filing Party relating to such filing, including the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to provisions of this Section 6.8Agreement for which confidential treatment should be sought.

Public Statements. The initial So long as this Agreement is in effect, Parent and the Company shall not, and shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, Transactions without the prior written consent of the Other Party other (such which consent shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding ) and shall consult with each other prior to issuing any press release or otherwise making any public statement with respect to the foregoingTransactions and provide to each other for review an advance copy of any such press release or statement, except (a) a Party or its Representatives as may issue a public announcement or other public disclosures be required by applicable Law or any requirements of NASDAQ or the rules of any stock exchange upon Tokyo Stock Exchange, in which such Party’s case the party required to make the release or announcement shall use its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford allow the Other Party an opportunity other reasonable time to first review the content comment on such release or announcement in advance of the proposed disclosure and provide reasonable comments regarding samesuch issuance, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement other public statement by the Company expressly permitted by Section 7.8, (c) with respect to a Company Change any press releases or other public statements by Parent or Merger Sub in Recommendation made in accordance with Section 6.4; and response to any public announcement permitted by clause (b) hereof, or (d) each party may make any statementspublic statement in response to questions from the press, filings analysts, investors or those attending industry conferences, make internal announcements to employees and other communications make disclosures in Company SEC Documents, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Section 7.4. Each of the parties hereto agrees that, promptly following execution of this Agreement, (i) the Company and Parent shall issue an initial joint press release with respect to SpinCothe Transactions, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that a form mutually agreed to by the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reportsParent, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties Company shall (1) file a current report on Form 8-K with the SEC attaching such initial press release and copy of this Agreement as required, or exhibits and (2) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching such initial press release and (iii) is contained in communications approved by Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the Parties pursuant to this Section 6.8SEC attaching such initial press release.

Public Statements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, and such Party shall consider in good faith any comments so provided, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party and (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; and (d) . Notwithstanding the foregoing, nothing in this Section 6.8 shall, but subject to the Confidentiality Agreement, prevent any statementsAffiliate of Parent that is a private equity or similar investment fund, filings and other communications or any manager or general partner of any such fund, from reporting or disclosing with respect to SpinCofundraising, the SpinCo Businessmarketing, the Separation informational or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included reporting activities in the Company’s SEC reportsordinary course of business, (ii) is not inconsistent on a confidential basis, to its partners, investors, potential investors or similar parties, general information regarding this Agreement and the Transactions, in each case, subject to customary obligations of confidentiality with respect to non-public information such as transaction value or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8.other specific economic terms

Public Statements. The initial So long as this Agreement is in effect, Parent and the Company shall not, and shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, Transactions without the prior written consent of the Other Party other (such which consent shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding ) and shall consult with each other prior to issuing any press release or otherwise making any public statement with respect to the foregoingTransactions and provide to each other for review an advance copy of any such press release or statement, except (a) a Party or its Representatives as may issue a public announcement or other public disclosures be required by Law applicable Law, court process or the rules and regulation of any stock exchange upon Nasdaq, as applicable, in which such Party’s case the party required to make the release or announcement shall use its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford allow the Other Party an opportunity other reasonable time to first review the content comment on such release or announcement in advance of the proposed disclosure and provide reasonable comments regarding samesuch issuance, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement other public statement by the Company expressly permitted by Section 7.8, (c) with respect to a Company Change any press releases or other public statements by Parent or Merger Sub in Recommendation made in accordance with Section 6.4; and response to any public announcement permitted by clause (b) hereof, or (d) each party may make any statementspublic statement in response to questions from the press, filings analysts, investors or those attending industry conferences, make internal announcements to employees and other communications make disclosures in Company SEC Documents, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Section 7.4. Each of the parties hereto agrees that, promptly following execution of this Agreement, (i) the Company and Parent shall issue an initial joint press release with respect to SpinCothe Transactions, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that a form mutually agreed to by the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reportsParent, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties Company shall (1) file a current report on Form 8-K with the SEC attaching such initial press release and copy of this Agreement as required, or exhibits and (2) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching such initial press release and (iii) is contained in communications approved by Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the Parties pursuant to this Section 6.8SEC attaching such initial press release.

Public Statements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the CompanyParties. Parent and Thereafter, so long as this Agreement is in effect, the Company Parties will not, and each of the foregoing Party will use reasonable best efforts to cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Transactions, Transactions without the prior written consent approval of the Other Party (such consent not to be unreasonably withheldother Party; provided, conditioned or delayed). Notwithstanding the foregoinghowever, (a) that a Party or its Representatives may issue a public announcement or other public disclosures required by applicable Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; , provided that such Party uses reasonable best efforts to afford affords the Other other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments comment regarding same, which comments such Party shall consider implementing in good faith; provided further that no provision of this Section 7.09 shall be deemed to (bi) restrict in any manner a Party’s ability to make internal communications with its employees solely to the extent that they are consistent with (and do not contain any information not already included in) previous press releases, public disclosures or public statements made by a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent 7.09, (ii) restrict any disclosure of the Other any information consistent with (and that does not contain any information not already included in) previous press releases, public disclosures or public statements made by a Party (c) the second sentence of in compliance with this Section 6.8 shall not apply 7.09 or (iii) require Sailfish to consult with or obtain any approval from any other Party with respect to a public announcement or press release issued in connection with the receipt and existence of a Company Acquisition Competing Proposal and the publication matters related thereto or a Change of any press release or announcement with respect to a Company Change Recommendation other than as set forth in Recommendation made in accordance with Section 6.4; and (d) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements 7.05. Notwithstanding anything to the extent relating contrary in this Agreement (or anything in the Confidentiality Agreement to the Merger (contrary), nothing in this Agreement shall restrict the ability of Green Energy or any of its Affiliates from making customary disclosures to current or prospective general or limited partners, equity holders, members, managers and not the business investors of Apple, Ride or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included their respective Affiliates in the Company’s SEC reportsordinary course of their business, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as requiredin each case, or (iii) is contained in communications approved by the Parties pursuant who are subject to this Section 6.8customary confidentiality restrictions.

Public Statements. The initial press release with respect to the execution of this Agreement and the Transactions shall be a joint press release to be reasonably in the form agreed upon by Parent and the CompanyCompany prior to the execution of this Agreement. (i) Parent and the Company will not, and each of the foregoing will cause its Subsidiaries and its and their respective directors, officers and employees not to and use reasonable best efforts to cause its other Representatives and, in the case of the Company, the Managed Professional Corporations and its or their Representatives not to, issue any public announcements or statement or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) the Company will not, and will cause its Subsidiaries and its and their respective directors, officers and employees not to and use reasonable best efforts to cause its other Representatives and, in the case of the Company, the Managed Professional Corporations and its or their Representatives not to, make any announcements, statements or disclosures regarding this Agreement or the Transactions to the without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or statement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party Party, to the extent permitted by applicable Law, uses reasonable best efforts to afford the Other Party an with a reasonable opportunity to first review and to propose comments on the content contents of the proposed disclosure and provide reasonable to propose comments regarding samethereto, which comments the Other Party shall consider in good faith and shall incorporate if reasonable, (b) a Party or its Representatives may issue any public announcement or statement or make other public disclosure (or in the case of the Company, the Managed Professional Corporations or their respective Representatives, any announcements, statements or disclosures of the type described in clause (ii)) that is consistent with prior public announcements or statements issued or public disclosures (or in the case of the Company, the Managed Professional Corporations or their respective Representatives, any announcements, statements or disclosures of the type described in clause (ii)) made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party Party, (c) Parent, Merger Sub and their Affiliates may issue disclosures or communications to existing or prospective general or limited partners, equity holders, members, managers or investors of such Person or any Affiliates of such Person, provided, in each case such disclosures or communications are made subject to customary confidentiality restrictions, (d) the second sentence of this Section 6.8 shall not apply with respect to a public announcement made in compliance with Section 6.4 in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in of Recommendation made in accordance compliance with Section 6.4; , and (de) Parent and any statements, filings debt financing sources may make customary announcements and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties connection with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8arrangement of any debt financing.

Public Statements. The initial press release with respect to the execution of this Agreement No Party shall be a joint press release to be reasonably agreed upon by Parent and the Company. Parent and the Company will not, and each of the foregoing will use reasonable best efforts to cause its Representatives not to, issue any public announcements announcement, statement or make other public disclosures regarding this Agreement or disclosure before Consulting with the Transactions, without other Parties (including a right to review in advance and comment on such proposed disclosure) to the prior written consent of the Other Party (extent such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law disclosure specifically identifies any Party (other than the disclosing Party) or the rules of any stock exchange upon which such Party’s Affiliates (other than Affiliates of the disclosing Party), includes the detailed terms of this Agreement, the LLC Agreement or its parent entity’s capital stock is tradedany of the Purchase Agreements or describes the Tax structure or Tax treatment of the transactions contemplated by this Agreement, the LLC Agreement or the Purchase Agreements, and will not make such issuance without the consent of all of the Parties; provided that if such disclosure is required by any Law or by obligations pursuant to any listing agreement with, or requirement, rule or regulation of, any national securities exchange, each other Party uses reasonable best efforts shall be deemed to afford have consented to such disclosure two Business Days (or in the Other Party an opportunity case of disclosure pursuant to first review the content of a Form 8-K filing, one Business Day) after receiving the proposed disclosure and provide reasonable comments regarding same, (b) a if the reviewing Party has not requested Consultation or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance if the disclosing Party has Consulted with the second sentence reviewing Party regarding the proposed disclosure during such period. Copies of this Section 6.8 without the prior written consent of the Other all such proposed disclosure will be sent to each other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or announcement with respect to a Company Change in Recommendation made by e-mail in accordance with the e-mail address or addresses included in Section 6.4; 6.2. Notwithstanding anything contained in this Section 6.14 to the contrary, no Party shall be prohibited from publicly disclosing that, and (d) any statementsshall not be required to Consult with the other Party in connection therewith, filings and other communications with respect to SpinCosuch Party has entered into this Agreement, the SpinCo BusinessLLC Agreement and the Purchase Agreements so long as such public disclosure does not directly or indirectly identify the other Party or the Affiliates thereof, or the terms of this Agreement, the Separation LLC Agreement or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to the Merger (and not the business or operations of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8Purchase Agreement.

Public Statements. The initial No later than the first Business Day following the date of this Agreement or such other date as the Placement Agent may determine, the Company shall issue a press release disclosing the material terms of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, which press release shall be followed by the filing of a Form 8-K (with this Agreement, the Registration Rights Agreement and the Warrant Agreement filed as exhibits thereto) with the Commission not later than the close of business on the second Business Day following the date of the issuance of such press release and to make such other filings and notices in the manner and within the time period as is required by the Commission. Following the issuance of the press release and the filing of a Form 8-K in accordance with this Section 9(g), no Purchaser will possess any material non-public information concerning the Company or any of its Subsidiaries provided by the Company or its agents or counsel. The Company acknowledges that each Purchaser is relying on the representations, acknowledgements and agreements made by the Company in this Section 9(g) and elsewhere in this Agreement in making trading and other decisions concerning the Company’s securities. The Company agrees that it will not at any time following the date hereof disclose material non-public information to any Purchaser without first receiving such Purchaser’s written consent to such disclosure. The Company and the Placement Agent shall consult with each other in issuing any press releases with respect to the execution of this Agreement shall be a joint transactions contemplated hereby, including but not limited to the press release to be reasonably agreed upon by Parent referenced in the preceding sentence, and the Company. Parent and neither the Company will not, and each of nor the foregoing will use reasonable best efforts to cause its Representatives not to, Placement Agent shall issue any such press release or otherwise make any public announcements or make other public disclosures statement regarding this Agreement or the Transactionstransactions contemplated hereby without the prior consent of the other party. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission, without the prior written consent of the Other Party such Purchaser, except (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (ai) a Party or its Representatives may issue a public announcement or other public disclosures as required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Section 6.8 without the prior written consent of the Other Party (c) the second sentence of this Section 6.8 shall not apply with respect to a public announcement Securities Act in connection with the receipt and existence of a Company Acquisition Proposal and registration statement(s) contemplated by the publication of any press release or announcement with respect to a Company Change in Recommendation made in accordance with Section 6.4; Registration Rights Agreement and (dii) any statements, filings and other communications with respect to SpinCo, the SpinCo Business, the Separation or the Distribution, including participation in meetings, investor calls and presentations, due diligence sessions, drafting sessions and “roadshow” presentations and ratings agency meetings; provided that the Company will not be permitted to make any statements to the extent relating to that such disclosure is required by applicable laws, rules or regulations, in which case the Merger (and not the business or operations Company shall provide such Purchaser with prior written notice of SpinCo, the SpinCo Business or the SpinCo Group) without first providing Parent with a reasonable opportunity to review and comment upon such statements, except to the extent such statement (i) is included in the Company’s SEC reports, (ii) is not inconsistent with or does not contain more substantive information than statements filed by the Parties with the SEC as required, or (iii) is contained in communications approved by the Parties pursuant to this Section 6.8disclosure.