Common use of Press Releases and Communications Clause in Contracts

Press Releases and Communications. The parties agree that the public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto or Affiliate thereof without the joint approval of Buyer and H&H Group; provided, however, that the provisions of this Section 11.01 shall not prohibit (i) any disclosure or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group or their respective Affiliates in order to comply with federal or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made or (ii) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller from making any announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers, suppliers and other business relationships to the extent Seller reasonably determines in good faith that such announcement is necessary or advisable.

Press Releases and Communications. The parties Trilogy Parties, the Sellers and the Purchaser agree that that, from the date hereof through the Closing Date, no public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or concerning the transactions contemplated herein hereby shall be issued or made by or on behalf of any party hereto or Affiliate thereof without the joint approval prior consent of Buyer the Company, the Representative and H&H Group; providedthe Purchaser, however, except that the provisions of this Section 11.01 shall not prohibit (i) any disclosure the Company, the Sellers and their respective Affiliates may make announcements from time to time as such Persons may, after consultation with counsel, reasonably determine is necessary to comply with applicable Law or filing required by any the Xxxxxxx CBA, and (ii) the Purchaser may make public releases as the Purchaser may, after consultation with counsel, reasonably determine is necessary to comply with applicable Law (including any federal securities Laws or stock exchange listing requirementsrules); provided, however, that, if such disclosure with respect to any public release or filing is being made by Buyer, H&H Group or their respective Affiliates in order announcement pursuant to comply with federal or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made clause (i) or (ii) any disclosure made ), the party making such public release or announcement shall allow the other parties reasonable time to comment on such public release or announcement in any Action in connection with the enforcement advance of any right or remedy relating to this Agreementsuch issuance and shall incorporate such comments as are reasonably provided by such other parties; provided, further, that nothing herein shall prohibit the foregoing shall not restrict Company and its Affiliates from communicating with (or prohibit Seller from making any announcement (subject otherwise responding to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1questions or inquiries from) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its their respective employees, customers, suppliers suppliers, investors, lenders and other business relationships relations in the ordinary course of business. Notwithstanding the foregoing, the Purchaser, the Company and the Representative shall cooperate to prepare a joint press release to be issued on the date hereof. The Company, the Sellers and the Purchaser agree to keep the terms of this Agreement confidential, except that (i) the parties may disclose such terms to the extent required by applicable Law (including to obtain HSR approval or any Governmental Required Consent) or for financial reporting purposes, (ii) the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses, in each case, so long as such Persons to whom the terms of this Agreement are disclosed agree to or are bound by contract to keep the terms of this Agreement confidential (to the extent this Agreement is then confidential), and (iii) the Company may disclose such terms to the extent required pursuant to the provisions of any agreement to which such Person is a party in connection with the transactions contemplated hereby (including as required to obtain any Consent), in each case, so long as such Persons to whom the terms of this Agreement are disclosed agree to or are bound by contract to keep the terms of this Agreement confidential (to the extent this Agreement is then confidential). Nothing in this Section 13.01 shall limit the ability of a Seller reasonably determines or the Purchaser to disclose the terms of this Agreement to its respective equityholders, employees, accountants, advisors and other representatives as necessary in good faith that such announcement is necessary or advisableconnection with the ordinary conduct of their respective businesses (including for administrative, reporting, fund raising and marketing purposes).

Press Releases and Communications. The parties agree that the public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto Party or any Affiliate thereof without the joint approval of Buyer the Parent and H&H Group; providedthe Representative, however, that the provisions of this Section 11.01 shall not prohibit except (ia) any disclosure such release or filing announcement as may be required by Law or any applicable Law rule or regulation of any national securities exchange on which securities of the releasing Party or its Affiliates are listed, in which case the party required to issue or make the release or announcement shall, to the extent practical, allow (including or cause its Affiliate to allow) the other party reasonable time to comment on such release or announcement in advance of such issuance or the making thereof, (b) for such announcements or releases required to be made to comply with Section 10.03 and (c) that nothing contained herein shall limit or restrict the right of the Company, the Parent or any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group or of their respective Affiliates in order to comply respect of any Action that may arise or be commenced between the Company, any Securityholder, on the one hand, and the Parent or any Affiliate thereof, on the other hand. Parent shall file one or more current reports on Form 8-K with federal or state securities Laws, Buyer or H&H Group, the Securities and Exchange Commission attaching a copy of this Agreement as an exhibit. Parent will provide the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, Company with a draft of such disclosure Form 8-K for the Company’s review prior to such filing, and shall consider in good faith any comments provided by the Company. Notwithstanding anything herein to the contrary, (i) any Securityholder as of the date hereof that is a private equity or filing venture capital firm may provide information about the subject matter of this Agreement in connection with fundraising, marketing, informational, transactional or reporting activities at any time in each case to the extent (and an opportunity only to comment thereon before such disclosure extent) that such statements are not inconsistent with the previous press releases, public disclosures or filing is public statements made or by the Parties in accordance herewith and (ii) the Parent may make any disclosure made public statement regarding the transactions contemplated by this Agreement in any Action response to questions from analysts and those attending industry conferences, in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller from making any announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers, suppliers and other business relationships each case to the extent Seller reasonably determines in good faith (and only to such extent) that such announcement is necessary statements are not inconsistent with the previous press releases, public disclosures or advisablepublic statements made by the Parties in accordance herewith.

Press Releases and Communications. The parties agree that the public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto or Affiliate thereof without the joint approval of Buyer and H&H Groupthe Seller Representative, unless required by Law (in the reasonable opinion of counsel) in which case Buyer and the Seller Representative shall have the right to review such press release, announcement or communication prior to its issuance, distribution or publication; provided, however, that the provisions of this Section 11.01 shall not prohibit (i) any disclosure or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group or their respective Affiliates in order to comply with federal or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made or (ii) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller Buyer from making issuing any press release or other public announcement (subject relating to Seller providing this Agreement or the transactions contemplated hereunder in any 8-K, 10-K or other filing under the Securities Act or rules thereunder, the Exchange Act or rules thereunder, in any analyst meetings and investor conference calls, or otherwise deemed necessary by Buyer, for any such announcement in its sole discretion, in respect of the fact that it has publicly traded securities listed in a national securities exchange; provided that Buyer shall provide the Seller Representative with the 8-K to be made filed in writingconnection with the execution of this Agreement no later than three (3) Business Days prior to the date on which such 8-K is to be filed, with a draft and shall reasonably consider, but shall have no obligation to incorporate, the Seller Representative’s comments to such 8-K regarding its description of Target and the Sellers if such announcement at least comments are provided to Buyer no later than one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement 8-K is made) to its employees, customers, suppliers and other business relationships to the extent Seller reasonably determines in good faith that such announcement is necessary or advisablebe filed.

Press Releases and Communications. The parties agree that the public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or the transactions contemplated herein herein, or prior to the Closing, any other announcement or communication to the employees, clients or suppliers of the Company, shall be issued or made by any party hereto or Affiliate thereof without the joint approval of Buyer and H&H GroupSeller, unless required by Law (in the reasonable opinion of counsel) in which case Buyer and Seller shall have the right to review such press release, announcement or communication prior to its issuance, distribution or publication; provided, however, that the provisions of this Section 11.01 shall not prohibit (i) any disclosure or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group or their respective Affiliates in order to comply with federal or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made or (ii) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller the Company from making any an announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers, suppliers customers and other business relationships relations to the extent Seller the Company reasonably determines in good faith that such announcement is necessary or advisableadvisable and, in the event, any such announcement will be in writing, the proposed announcement shall be provided to Buyer and Seller for their respective approval, which shall not be unreasonably conditioned, withheld or delayed; provided further that such announcement by the Company shall not disclose the Purchase Price. The parties hereto acknowledge and agree that Audax, Code Xxxxxxxx & Xxxxxxx, LLC and their respective Affiliates (except for the Company and its Subsidiaries) may provide general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance and improvements) in connection with their or their Affiliates’ fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event shall Buyer or, after the Closing, the Company have any right to use Audax’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Audax.

Press Releases and Communications. The parties agree that the public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto the Representative or Affiliate thereof without the joint approval of Buyer and H&H Group; provided, however, that the provisions of this Section 11.01 shall not prohibit (i) any disclosure or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group Company or their respective Affiliates without the prior written approval of the Parent or, prior to the Closing, by the Parent without the prior written approval of the Representative, except (a) such release or announcement as may be required by Law, in order which case the party required to comply with federal issue or state securities Laws, Buyer make the release or H&H Group, as the case may be, announcement shall use commercially reasonable efforts to provide H&H Group allow (or Buyer, as cause its Affiliate to allow) the case may be, with a draft other party reasonable time to comment on such release or announcement in advance of such disclosure issuance or filing and an opportunity to comment thereon before such disclosure or filing is made or the making thereof, (iib) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing Company and the Parent shall not restrict or prohibit Seller each be permitted to make announcements from making any announcement (subject time to Seller providing Buyer, for any such announcement time to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its their respective employees, customers, suppliers and other business relationships relations as the Company or the Parent may reasonably determine is necessary to comply (or cause any other Group Company or Subsidiary of the extent Seller reasonably Parent, as applicable, to comply) with applicable Law, (c) for such announcements or releases required to be made to comply with Section 10.03; (d) for an investor presentation, press release, Form 8-K, investor conference call, customer and vendor communications and such other communications as Parent determines are appropriate in connection with the announcement of the execution of this Agreement and (e) that nothing contained herein shall limit or restrict the right of the Company, its Affiliates or the Parent in respect of any Action that may arise or be commenced between the Company or any Securityholder, on the one hand, and the Parent, on the other hand; provided, that in the case of clauses (a) through (c), the Parent shall have the right to comment on such press release, announcement or communication prior to issuance, distribution or publication, and the Company will consider in good faith any revisions proposed by the Parent to such press release, announcement or communication. Notwithstanding anything herein to the contrary, any Securityholder as of the date hereof that is a private equity or venture capital firm may provide information about the subject matter of this Agreement in connection with fundraising, marketing, informational, transactional or reporting activities at any time if and only if the recipient of such announcement information is necessary or advisablebound by a confidentiality obligation with respect to such information.

Press Releases and Communications. The parties agree that initial press release announcing this Agreement, any ancillary agreements and the public announcement of the execution of this Agreement by (a) Buyer transactions contemplated herein shall be in substantially in the form of mutually agreed upon by the press release attached as Exhibit E-1 (Seller and the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release")Purchaser. No other press release release, public announcement or public announcement filing related to this Agreement or the transactions contemplated herein herein, or prior to the Closing any other announcement or communication to the employees, customers or suppliers of the Company or its Subsidiaries, shall be issued or made by any party hereto or Affiliate thereof without the joint approval of Buyer Purchaser and H&H Groupthe Seller (which approval shall not be unreasonably withheld, delayed or conditioned), unless required by Law (in the reasonable opinion of counsel) in which case Purchaser and the Seller shall have the right to review such press release, announcement, public filing or communication prior to issuance, distribution or publication; provided, however, provided that no party shall be required to obtain approval or provide materials for review to the extent that the provisions applicable press release, announcement, public filing or communication consists of information that has previously been made public without breach of the obligations under this Section 10.01. The parties understand and agree that Purchaser or its Affiliates intend to publicly disclose the existence of this Section 11.01 Agreement and the transactions contemplated herein subsequent to the execution of this Agreement; provided that any such initial disclosure shall require the joint approval of Purchaser and the Seller (which approval shall not prohibit unreasonably be withheld). For the avoidance of doubt, the parties acknowledge and agree that CHS Capital LLC (i“CHS”) any disclosure and its Affiliates and Chicago Growth Partners (“CGP”) and its Affiliates (in each case, except for the Company and its Subsidiaries) may provide general information about the subject matter of this Agreement in connection with CHS’ or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group CGP’s or their respective Affiliates in order to comply with federal Affiliates’ normal marketing, informational or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made or (ii) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller from making any announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers, suppliers and other business relationships to the extent Seller reasonably determines in good faith that such announcement is necessary or advisablereporting activities.

Press Releases and Communications. The parties agree No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Merger Closing, any other announcement or communication to the employees, customers or suppliers of the Group Companies, shall be issued or made by any Party or any Affiliate thereof without the joint approval of the Parent and the Seller Representative, except (a) such release or announcement as may be required by Law, in which case the party required to issue or make the release or announcement shall allow (or cause its Affiliate to allow) the other party reasonable time to comment on such release or announcement in advance of such issuance or the making thereof, (b) that the public announcement Group Companies shall be permitted to make announcements from time to time to the respective employees, customers, suppliers and other business relations of the execution Group Companies and otherwise as the Company may reasonably determine is necessary to comply (or cause any other Group Company to comply) with applicable Law; provided that, before making any such announcement, the Group Companies shall give the Parent a reasonable opportunity to review and comment on such announcement and consider in good faith any comments provided by the Parent, and (c) that nothing contained herein shall limit or restrict the right of the Company, the Parent or any of their respective Affiliates in respect of any Action that may arise or be commenced between the Company (if prior to the Merger Closing), the Seller Representative or any Securityholder, on the one hand, and the Parent or any Affiliate thereof, on the other hand. Notwithstanding anything herein to the contrary, (i) any Common Stockholder that is a private equity or venture capital firm may provide information about the subject matter of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") connection with customary fundraising, marketing, or reporting activities at any time and (bii) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other a Party or an Affiliate thereof may issue a press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto or Affiliate that does not disclose the material terms thereof (other than transaction value and the Parties) after the Effective Time without the joint approval consent of Buyer and H&H Group; provided, however, that the provisions of this Section 11.01 shall not prohibit (i) any disclosure or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group or their respective Affiliates in order to comply with federal or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made or (ii) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller from making any announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers, suppliers and other business relationships to the extent Seller reasonably determines in good faith that such announcement is necessary or advisableParty.