Common use of MNPI Clause in Contracts

MNPI. Notwithstanding anything to the contrary contained in this Agreement, other than as set forth in any Net Sales Report (but subject to compliance with Section 4(c)) Parent shall not, and shall cause each of its Affiliates, representatives and agents, to not, provide the Members’ Representative, the Contingent Payment Holders or any of their respective Affiliates, representatives or agents, with any MNPI regarding Parent or any of its Affiliates without the express prior written consent of the Members’ Representative and any such other Person. Parent hereby acknowledges and agrees that neither the Members’ Representative nor any Contingent Payment Holder (nor any of their respective Affiliates) shall have any duty of trust or confidence with respect to, or duty not to trade on the basis of, any MNPI regarding Parent or its securities (i) provided by, or on behalf of, Parent, any of its Subsidiaries, any of their respective Affiliates or any of their respective officers, directors, employees, attorneys, representatives or agents in violation of any of the covenants set forth in this Section 5 or (ii) otherwise possessed by any such Person as a result of any violation of any of the covenants set forth in this Agreement or the Merger Agreement requiring Parent to publicly disclose information in a press release, filing with the SEC or otherwise (collectively, including the covenants set forth in this Section 5, the “Disclosure Covenants”). Notwithstanding anything to the contrary herein, in the event that Parent believes that a notice or communication to the Members’ Representative or any Contingent Payment Holder (other than a Net Sales Report but subject to compliance with Section 4(c)) contains MNPI relating to Parent, any of its Subsidiaries or Affiliates or any of their respective property or equity, Parent shall (i) provide such notice or communication to counsel to the Members’ Representative (which shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (Attn: ▇▇▇▇ ▇. ▇▇▇▇) or such other counsel as shall have been designated in writing by the Members’ Representative, and (ii) notify the Members’ Representative or such Contingent Payment Holder, as applicable that such a notice or communication has been provided to such counsel (without disclosing any details thereof that might constitute MNPI). Upon receipt or delivery by Parent or any of its Subsidiaries of any notice in accordance with the terms of this Agreement or the Merger Agreement, unless Parent has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to Parent or any of its Subsidiaries or its Affiliates or their respective property or equity, Parent shall within one (1) Business Day after any such receipt or delivery publicly disclose such material, nonpublic information in a widely disseminated press release and/or filing with the SEC. Notwithstanding the foregoing, to the extent Parent determines in good faith that it is necessary to disclose MNPI to the Members’ Representative for any purpose relating to this Agreement (a “Necessary Disclosure”), Parent shall inform counsel to the Members’ Representative (which shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (Attn: ▇▇▇▇ ▇. ▇▇▇▇) or such other counsel as shall have been designated in writing by the Members’ Representative) of such determination without disclosing the applicable MNPI, and Parent and such counsel on behalf of the Members’ Representative shall endeavor to agree upon a process for making such Necessary Disclosure to the Members’ Representative or its representatives that is mutually acceptable to the Members’ Representative and Parent (an “Agreed Disclosure Process”). Thereafter, Parent shall be permitted to make such Necessary Disclosure only in accordance with the Agreed Disclosure Process. Parent acknowledges and agrees that the Contingent Payment Holders and their Affiliates will rely upon the foregoing representations, warranties and agreements and the other disclosure obligations of Parent hereunder in effecting transactions in Parent Shares and other securities of Parent and other Persons.

MNPI. 5.2.1 Notwithstanding anything to the contrary contained in this Agreement, other than as set forth in any Net Sales Report (but subject to compliance with Section 4(c)) Parent shall not, and shall cause each of its Affiliates, representatives and agents, to not, provide the Members’ Representative, the Contingent Payment Holders or any of their respective Affiliates, representatives or agents, with any MNPI regarding Parent or any of its Affiliates without the express prior written consent of the Members’ Representative and any such other Person. Parent hereby acknowledges and agrees that neither the Members’ Representative nor any Contingent Payment Holder (nor any of their respective Affiliates) shall have any duty of trust or confidence with respect to, or duty not to trade on the basis of, any MNPI regarding Parent or its securities (i) provided by, or on behalf of, Parent, any of its Subsidiaries, any of their respective Affiliates or any of their respective officers, directors, employees, attorneys, representatives or agents in violation of any of the covenants set forth in this Section 5 or (ii) otherwise possessed by any such Person as a result of any violation of any of the covenants set forth in this Agreement or the Merger Agreement requiring Parent to publicly disclose information in a press release, filing with the SEC or otherwise (collectively, including the covenants set forth in this Section 5, the “Disclosure Covenants”). Notwithstanding anything to the contrary hereincontrary, in the event that Parent the Company believes that a notice or communication required by this Agreement to be delivered to any Holder contains material, nonpublic information relating to the Members’ Representative or any Contingent Payment Holder (other than a Net Sales Report but subject to compliance with Section 4(c)) contains MNPI relating to ParentCompany, its securities, any of its Subsidiaries or Affiliates affiliates or any other person (“MNPI”), the Company shall so indicate to such Holder prior to delivery of their respective property or equity, Parent shall (i) provide such notice or communication communication, and such indication shall provide such Holder the means to counsel refuse to receive such notice or communication; and in the Members’ Representative (which absence of any such indication, the Holders and their respective affiliates, agents and representatives shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (Attn: ▇▇▇▇ ▇. ▇▇▇▇) or such other counsel as shall have been designated in writing by the Members’ Representative, and (ii) notify the Members’ Representative or such Contingent Payment Holder, as applicable allowed to presume that such a notice or communication has been provided to such counsel (without disclosing any details thereof that might constitute MNPI). Upon receipt or delivery by Parent or any of its Subsidiaries of any notice in accordance with the terms of this Agreement or the Merger Agreement, unless Parent has in good faith determined that the all matters relating to such notice or communication do not constitute material, nonpublic information relating to Parent the Company, its securities, any of its affiliates or any other person. In the event of a breach of any of the foregoing covenants by the Company, any of its affiliates, or any of its Subsidiaries or its Affiliates or their respective property officers, directors (or equivalent persons), employees, attorneys, agents or representatives, in addition to any other remedies otherwise available at law or in equity, Parent each of the Holders shall within one have the right to make a public disclosure in the form of a press release or otherwise, of the applicable material nonpublic information without the prior approval by the Company or any of its affiliates, officers, directors (1or equivalent persons), employees, stockholders, attorneys, agents or representatives, and no Holder (nor any of its affiliates, agents or representatives) Business Day after shall have any liability to the Company, any of its affiliates or any of its or their respective officers, directors (or equivalent persons), employees, stockholders, attorneys, agents or representatives for any such receipt or delivery publicly disclose such material, nonpublic information in a widely disseminated press release and/or filing with the SEC. disclosure. 5.2.2 Notwithstanding the foregoing, to the extent Parent determines the Company reasonably and in good faith determines that it is necessary to disclose MNPI material non-public information to the Members’ Representative for any purpose relating an Holder in order to this Agreement comply with its obligations hereunder (a “Necessary Disclosure”), Parent the Company shall inform counsel to the Members’ Representative (which shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (Attn: ▇▇▇▇ ▇. ▇▇▇▇) or such other counsel as shall have been designated in writing by the Members’ Representative) Holder of such determination without disclosing the applicable MNPImaterial non-public information, and Parent the Company and such counsel on behalf of the Members’ Representative applicable Holder shall endeavor to agree upon a process for making such Necessary Disclosure to the Members’ Representative applicable Holder or its representatives that is mutually acceptable to such Holder and the Members’ Representative and Parent Company (an “Agreed Disclosure Process”). Thereafter, Parent the Company shall be permitted to make such Necessary Disclosure only (only) in accordance with the Agreed Disclosure Process. Parent acknowledges In furtherance of (but without limiting) the foregoing at any time on or after the effective date of the first Shelf, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder thereafter not receive notices from the Company otherwise required by this Agreement, other than Suspension Notices to the extent applicable to such Holder; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from any Holder (unless such Opt-Out Notice is subsequently revoked), the Company shall not deliver any such notices to such Holder, and agrees such Holder shall no longer be entitled to the rights associated with any such notice or conditioned upon the receipt of or response to any such notice; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. 5.2.3 The Company understands that the Contingent Payment Holders and their Affiliates will rely upon the foregoing representations, warranties and agreements and the other disclosure obligations provisions of Parent hereunder this Section 5.3 in effecting transactions in Parent Shares securities and acknowledges and agrees that, notwithstanding any other provision of this Agreement, no Holder owes any duty of trust or confidence with respect to, or any duty to refrain from trading in any securities while aware of, any MNPI disclosed to any Holder in breach of Parent and other Personsthe provisions of this Section 5.2.

MNPI. 5.1.1 Notwithstanding anything to the contrary contained in this Agreement, other than as set forth in any Net Sales Report (but subject to compliance with Section 4(c)) Parent shall not, and shall cause each of its Affiliates, representatives and agents, to not, provide the Members’ Representative, the Contingent Payment Holders or any of their respective Affiliates, representatives or agents, with any MNPI regarding Parent or any of its Affiliates without the express prior written consent of the Members’ Representative and any such other Person. Parent hereby acknowledges and agrees that neither the Members’ Representative nor any Contingent Payment Holder (nor any of their respective Affiliates) shall have any duty of trust or confidence with respect to, or duty not to trade on the basis of, any MNPI regarding Parent or its securities (i) provided by, or on behalf of, Parent, any of its Subsidiaries, any of their respective Affiliates or any of their respective officers, directors, employees, attorneys, representatives or agents in violation of any of the covenants set forth in this Section 5 or (ii) otherwise possessed by any such Person as a result of any violation of any of the covenants set forth in this Agreement or the Merger Agreement requiring Parent to publicly disclose information in a press release, filing with the SEC or otherwise (collectively, including the covenants set forth in this Section 5, the “Disclosure Covenants”). Notwithstanding anything to the contrary hereincontrary, in the event that Parent Pubco believes that a notice or communication required by this Agreement to the Members’ Representative or be delivered to any Contingent Payment Holder (other than a Net Sales Report but subject to compliance with Section 4(c)) contains MNPI material, nonpublic information relating to ParentPubco, its securities, any of its Subsidiaries or Affiliates affiliates or any other person (“MNPI”), Pubco shall so indicate to such Holder prior to delivery of their respective property or equity, Parent shall (i) provide such notice or communication communication, and such indication shall provide such Holder the means to counsel refuse to receive such notice or communication; and in the Members’ Representative (which absence of any such indication, the Holders and their respective affiliates, agents and representatives shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (Attn: ▇▇▇▇ ▇. ▇▇▇▇) or such other counsel as shall have been designated in writing by the Members’ Representative, and (ii) notify the Members’ Representative or such Contingent Payment Holder, as applicable allowed to presume that such a notice or communication has been provided to such counsel (without disclosing any details thereof that might constitute MNPI). Upon receipt or delivery by Parent or any of its Subsidiaries of any notice in accordance with the terms of this Agreement or the Merger Agreement, unless Parent has in good faith determined that the all matters relating to such notice or communication do not constitute material, nonpublic information relating to Parent Pubco, its securities, any of its affiliates or any other person. In the event of a breach of any of the foregoing covenants by Pubco, any of its affiliates, or any of its Subsidiaries or its Affiliates or their respective property officers, directors (or equivalent persons), employees, attorneys, agents or representatives, in addition to any other remedies otherwise available at law or in equity, Parent each of the Holders shall within one have the right to make a public disclosure in the form of a press release or otherwise, of the applicable material nonpublic information without the prior approval by Pubco or any of its affiliates, officers, directors (1or equivalent persons), employees, shareholders, attorneys, agents or representatives, and no Holder (nor any of its affiliates, agents or representatives.) Business Day after shall have any liability to Pubco, any of its affiliates or any of its or their respective officers, directors (or equivalent persons), employees, shareholders, attorneys, agents or representatives for any such receipt or delivery publicly disclose such material, nonpublic information in a widely disseminated press release and/or filing with the SEC. disclosure. 5.1.2 Notwithstanding the foregoing, to the extent Parent determines Pubco reasonably and in good faith determines that it is necessary to disclose MNPI material non-public information to the Members’ Representative for any purpose relating a Holder in order to this Agreement comply with its obligations hereunder (a “Necessary Disclosure”), Parent Pubco shall inform counsel to the Members’ Representative (which shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (Attn: ▇▇▇▇ ▇. ▇▇▇▇) or such other counsel as shall have been designated in writing by the Members’ Representative) Holder of such determination without disclosing the applicable MNPImaterial non-public information, and Parent Pubco and such counsel on behalf of the Members’ Representative applicable Holder shall endeavor to agree upon a process for making such Necessary Disclosure to the Members’ Representative applicable Holder or its representatives that is mutually acceptable to the Members’ Representative such Holder and Parent Pubco (an “Agreed Disclosure Process”). Thereafter, Parent Pubco shall be permitted to make such Necessary Disclosure only (only) in accordance with the Agreed Disclosure Process. Parent acknowledges In furtherance of (but without limiting) the foregoing at any time on or after the effective date of the first Shelf, any Holder may deliver written notice (an “Opt-Out Notice” ) to Pubco requesting that such Holder thereafter not receive notices from Pubco otherwise required by this Agreement, other than Suspension Notices to the extent applicable to such Holder; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from any Holder (unless such Opt-Out Notice is subsequently revoked), Pubco shall not deliver any such notices to such Holder, and agrees such Holder shall no longer be entitled to the rights associated with any such notice or conditioned upon the receipt of or response to any such notice; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. 5.1.3 Pubco understands that the Contingent Payment Holders and their Affiliates will rely upon the foregoing representations, warranties and agreements and the other disclosure obligations provisions of Parent hereunder this Section 5.1 in effecting transactions in Parent Shares securities and acknowledges and agrees that, notwithstanding any other provision of this Agreement, no Holder owes any duty of trust or confidence with respect to, or any duty to refrain from trading in any securities while aware of, any MNPI disclosed to any Holder in breach of Parent and other Personsthe provisions of this Section 5.1.