Common use of Public Disclosure Clause in Contracts

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So Parent and the Company shall mutually agree on the initial press release or releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate shall issue any press release or other public announcement concerning this Agreementwith respect to the Merger, the Merger or the other transactions contemplated by this AgreementAgreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of any listing authority (including a national securities exchange or trading market on which such party’s Securities are listed, in which case the UKLA), party required to make the UK Panel on Takeovers and Mergers release or any securities exchange, without the prior consent of each of announcement shall use its reasonable best efforts to provide the other parties hereto, which consent shall not be unreasonably withheld, conditioned party with a reasonable opportunity to review and comment on such release or delayed. The parties have agreed to the text announcement in advance of the joint press release announcing the execution of this Agreementits issuance. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives the restrictions set forth in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.8 shall not apply to any disclosure press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company or the Company Board in accordance with Section 5.4(b5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may is reasonably likely to constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this AgreementSection 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.

Public Disclosure. So long as Unless otherwise permitted by this Agreement is in effectAgreement, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate Acquiror and Target shall consult with each other before issuing any press release or otherwise making any public statement or making any other public announcement concerning (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this AgreementAgreement and the transactions contemplated hereby, and neither shall issue any such press release or make any such statement or disclosure without the Merger or prior written approval of the other transactions contemplated by this Agreement(which approval shall not be unreasonably withheld or delayed), except as may be required by Law applicable law or to comply with the rules and regulations of the SEC or any obligations pursuant to any listing authority (including the UKLA)agreement with any national securities exchange or with Nasdaq, in which event, the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that who is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with make disclosure shall notify the other party as soon as reasonably possible of the nature and timing of the required disclosure. Notwithstanding anything herein or in connection with the Confidentiality Agreement to the contrary, any such press release party to this Agreement (and their employees, representatives, or public announcement if (Aother agents) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply may disclose to any disclosure by the Company or Parent and all persons, without limitation of any information concerning this Agreementkind, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or tax treatment and tax structure of the transactions contemplated by this AgreementAgreement (the "Transactions") and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that this sentence shall not permit any disclosure that otherwise is prohibited by this Agreement (i) until the earlier of (x) the date of the public announcement of discussions relating to the Transactions, (y) the date of the public announcement of the Transactions, and (z) the date of the execution of an agreement (with or without conditions) to enter into the Transactions; or (ii) if such disclosure would result in a violation of federal or state securities laws; or (iii) to the extent not related to the tax aspects of the transaction. Moreover, nothing in this Agreement shall be construed to limit in any way any party's ability to consult any tax advisor regarding the tax treatment or tax structure of the Transactions.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor Each party hereto agrees that it will not disclose any of their respective affiliates, will disseminate non-public information regarding any other party hereto or issue any press release or other public announcement concerning disclosure using the name of any other party hereto or any of their respective Affiliates or referring to this AgreementAgreement or any other Loan Document or any of the terms or provisions hereof or thereof without the prior written consent of Agents and Borrower, except (i) to the Merger extent that a party hereto is required to do so under Applicable Law (in which event, such party will consult with Agents or Borrower, as applicable before issuing such press release or other public disclosure to the extent permitted by Applicable Law), (ii) to attorneys for and other advisors, accountants, auditors, and consultants to any member of such party and to employees, directors and officers of any member of such party on a “need to know” basis in connection with this Agreement and the transactions contemplated by hereby and on a confidential basis, (iii) to Subsidiaries and Affiliates of any party hereto and provided that, any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this AgreementSection 17.9, except (iv) as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each regulatory authorities so long as such authorities are informed of the other parties heretoconfidential nature of such information, which consent shall not (v) as may be unreasonably withheldrequired by statute, conditioned decision, or delayed. The parties have judicial or administrative order, rule or regulation, (vi) as may be agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoingin advance in writing by Agents and Borrower, without prior consent of the (vii) as requested or required by any Governmental Authority pursuant to any subpoena or other partieslegal process, each party (aviii) may communicate as to any such information that is not confidential information or becomes generally available to the public (other than as a result of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law disclosure prohibited by this section) and (bix) may disseminate the information included in a press release connection with any litigation or other document previously approved for external distribution by adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other partiesLoan Documents. Notwithstanding For the avoidance of doubt, this Section 17.9 or any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger Agreement or the other transactions contemplated hereby Loan Documents shall not prohibit any member of the Lender Group from using any information disclosed to the Lender Group under Section 5.1 or otherwise under this Agreement in connection any reporting requirements under the Exchange Act with a determination by (A) the Company in accordance Securities and Exchange Commission, any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange Commission or with Section 5.4(b) that a Company Acquisition Proposal constitutesany national securities exchange, or distributed to its shareholders, as the case may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementbe.

Public Disclosure. So long as Each party hereto shall obtain consent of the other party (such consent to be not unreasonably delayed, conditioned or withheld), prior to issuing any press releases regarding this Agreement or the transactions contemplated hereby, except as required by Law or by any Governmental Entity and except to the extent that the text of such release is substantially similar to text that has previously been publicly disclosed by Seller or Buyer in effect, neither Parent, nor accordance with the Company, nor terms of this Agreement or is substantially similar to any mutually agreed upon communication plan. In the case of their respective affiliates, will disseminate any such press release to be made as required by Law or by any such Governmental Entity, the party proposing to make such disclosure shall provide the other party a reasonable opportunity to review and comment on any reference to this Agreement or the transactions contemplated hereby, prior to issuing or making any such press release (and such disclosing party shall review and consider any such comments in good faith). To the extent practicable, each party shall use reasonable best efforts to cause any other public announcement concerning this Agreement, announcements or public disclosures (other than press releases) with respect to the Merger or the other transactions contemplated by this Agreement, except as may Agreement and any Ancillary Documents to be required by Law or consistent with the rules of parties’ prior disclosures and any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have mutually agreed to the text of the joint press release announcing the execution of this Agreementupon communication plan. Notwithstanding the foregoing, without prior consent of the other partiesBuyer may, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any Financing, disclose information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementAgreement or the Ancillary Documents of the type typically included in a public debt offering on Form S-3 where the proceeds are to be used by an operating company in the telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the transaction, this Agreement and the Ancillary Documents, after providing Seller a reasonable opportunity to review such disclosure and acting in good faith to take into account the reasonable comments of Seller; provided, however, that Buyer will not disclose any information that is competitively sensitive to Seller, without obtaining Seller's prior written consent. To the extent a party is obligated to file this Agreement or any Ancillary Document publicly with any Governmental Entity, such party shall give the non-disclosing party a reasonable opportunity to review and comment (and shall in good faith take into account the comments of such party) on the scope of any redactions and requests for confidential treatment of the terms hereof.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate any press release or other public announcement or disclosure concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any a national securities exchange, to the extent disclosed in or consistent with the Joint Proxy Statement or Form S-4 or in connection with ordinary course communications regarding this Agreement and the transactions contemplated hereby to their respective employees, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall consult with Parent prior to making any substantive communications to its employees or other constituents with respect to this Agreement and the transactions contemplated hereby to the extent the substance of such communications was not previously approved by Parent in connection with any prior communications, and shall consider in good faith the reasonable comments proposed by Parent. The parties hereto have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.10 shall not apply to (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so in accordance with this Agreement or (B) the Parent Board has effected a Parent Adverse Recommendation Change in accordance with this Agreement or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.4(b5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b5.7(b) or Section 5.7(d) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement; provided, however, that in the case of either of clauses (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) its intended release, announcement or disclosure.

Public Disclosure. So long as During the period from the date of this Agreement is in effectuntil one (1) year after the Fall-Away of Investor Rights, neither Parentthe Investor Parties and the Company shall, nor the Company, nor any of and shall cause their respective affiliatesAffiliates to, will disseminate consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public announcement concerning this Agreement, statements with respect to the Merger or the other transactions contemplated by this Agreement, and shall not, and shall cause their respective Affiliates not to, issue any such press release or make any such public statement prior to such consultation, except as may be required by Law applicable Law, judgment, court process or the rules and regulations of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers national securities exchange or any national securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreementquotation system. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 21(a) shall not apply to any disclosure press release or other public statement made by the Company or Parent of the Investor Parties (i) which does not contain any information concerning this Agreement, relating to the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company this Agreement that has not been previously announced or made public in accordance with Section 5.4(b) the terms of this Agreement (including, for the avoidance of doubt, the fact that the Company is an investment of the Investor Parties and that the Investor Parties may include the Company’s name and its logo as part of its ordinary course disclosures of its investments and in a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposalmanner that is not adverse to the Company), (Bii) Parent is made in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding ordinary course of business and does not relate specifically to the signing of this Agreement, the Merger Agreement or the transactions contemplated by this Agreement or (iii) involving any information disclosed to Investor pursuant to Section 21(c)(iii) regarding (x) the number of unionized employees, (y) an estimate of hours of work performed by unionized employees and (z) hours performed by unionized contractors in connection with construction. Notwithstanding anything to the contrary in this Agreement, in no event shall either this Section 21(a) or Section 21(b) limit disclosure by Investor Parties and their respective Affiliates of ordinary course communications regarding this Agreement and the transactions contemplated by this Agreement to its existing or prospective general and limited partners, direct or indirect equityholders or limited partners, members, managers and investors of any Affiliates of such Person who are subject to a confidentiality obligation with respect thereto, or disclosing public information about the transactions contemplated by this Agreement on its website in the ordinary course of business or as part of any sales and Transfers to any co-investors consummated in accordance with this Agreement.

Public Disclosure. So long Notwithstanding anything herein to the contrary, each Party agrees that, except as may be required to comply with the requirements of any applicable Laws and the rules and regulations of each stock exchange upon which the securities of such Party is listed, if any, no press release or similar public announcement or communication shall be made of or concerning the execution or performance of this Agreement is or the other Transaction Documents unless the Parties shall have consulted in effectadvance with respect thereto. Notwithstanding anything to contrary herein, neither Parent(a) upon the request of either Seller or Purchaser, nor upon the Companyexecution of this Agreement and upon the Closing, nor any of their respective affiliatesthe Seller and Purchaser shall release a joint press release mutually acceptable to the Seller and Purchaser, will disseminate (b) the parties may make any press release or other public announcement (including to analysts, investors or those attending industry conferences or analyst or investor conference calls), to the extent that such release or announcement contains information previously publicly disclosed in accordance with this Section 10.7 or is otherwise consistent in all material respects with previous statements made jointly by the Purchaser and Seller and (c) Purchaser and its Affiliates may make customary disclosures as expressly contemplated by the Financing Commitments (including in connection with the syndication of the Debt Financing). In the event any Party determines that a public disclosure of or concerning the execution or performance of this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be Transaction Documents is required by Law to comply with the requirements of any applicable Laws or the rules and regulations of any listing authority (including stock exchange upon which the UKLA)securities 176 of such Party is listed, the UK Panel on Takeovers and Mergers or then, prior to making any securities exchangesuch filing, without the prior consent of each of such Party shall provide the other parties heretoand its counsel with a redacted version of this Agreement (and any other Transaction Document) which it intends to file, which consent shall not be unreasonably withheld, conditioned and will give due consideration to any comments provided by such other Party or delayedits counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Authority of those sections specified by such other Party or its counsel. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party Parties shall use commercially reasonable efforts (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in develop a manner consistent with its past practice in compliance with applicable Law joint communications plan and (b) may disseminate to ensure that all press releases and other public statements with respect to the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection shall be consistent with a determination by such joint communications plan. Without limiting the foregoing provisions hereof, Seller shall, to the extent reasonably practicable, consult with Purchaser regarding the form and content of any public disclosure of any material developments or matters involving the Business (A) including the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutesfinancial condition or results of operations), or may constitutePurchased Assets, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger Assumed Liabilities or the transactions contemplated by this AgreementConveyed Companies, including earnings releases, reasonably in advance of publication or release.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate any The initial press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed with respect to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement shall be a joint press release. Thereafter, until the Closing, if completed, the Company and Parent shall consult with each other, provide each other with a reasonable opportunity for review and obtain each other’s prior written consent (such consent not to be unreasonably conditioned, withheld or delayed), prior to issuing any other press releases or otherwise making public statements, disclosures or communications with respect to the transactions contemplated by this Agreement except (a) as may be required or rendered impractical by Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange, interdealer quotation service or the NYSE, (b) with respect to any Change of Recommendation made in accordance with this Agreement or Parent’s responses thereto or (c) with respect to the parties’ disclosures or communications with any Governmental Entity regarding the Proxy Statement or the expiration of waiting periods or approval of Governmental Entities contemplated by Section 6.5, which shall be governed by the provisions of Section 6.5. In addition to the exceptions set forth in foregoing clauses (a) through (c) of the second sentence of this Section 6.10, each of the Company and Parent (and Representatives thereof) may make any public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are consistent in all material respects with previous public statements, disclosures or communications jointly made by the Company and Parent or to the extent that they have been reviewed and previously approved by both the Company and Parent. Notwithstanding anything else to the contrary set forth in this Agreement, the Company shall not be required to provide Parent with an opportunity to review, comment or consent to any statement, release or disclosure in response to or in connection with the receipt and existence of an Acquisition Proposal, its consideration of making or its making of a Company Board Recommendation Change or any matters related thereto.

Public Disclosure. So long The Company shall (a) by 9:30 a.m. ET on the first Business Day following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby (“Disclosure Time”), and (b) file a Current Report on Form 8-K, including the Transaction Agreement and the investor presentation provided to the Subscriber, or the material non-public information contained therein, as this Agreement is in effectexhibits thereto, neither Parentwith the Commission within the time required by the Exchange Act. From and after the issuance of such press release, nor the Company represents to the Subscriber that it shall have publicly disclosed all material, non-public information delivered to the Subscriber by or on behalf of the Company, nor the Issuer, the Target or any of their respective affiliatesofficers, will disseminate directors, employees or agents (including the Placement Agent) in connection with the transactions contemplated by this Subscription Agreement, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Company, the Issuer, the Target or any of their respective officers, directors, employees or agents (including the Placement Agent) in connection with the transactions contemplated by this Subscription Agreement. The Subscriber shall not issue any press release or make any other similar public announcement concerning this Agreement, statement with respect to the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, hereby without the prior written consent of each of the other parties hereto, which Company (such consent shall not to be unreasonably withheld, conditioned withheld or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement). Notwithstanding the foregoing, without prior consent none of the other partiesCompany, each party (a) may communicate information that is not confidential information the Issuer or the Subscriber shall publicly disclose the name of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, or include the name of any other party in any filing with the Commission, any regulatory agency or Nasdaq or the NYSE, as applicable, without the prior written consent of the party being disclosed, except to the extent such disclosure is required by applicable law, Commission, Nasdaq or the NYSE, as applicable, regulations or at the request of any governmental or regulatory agency or as required by legal process, in which case (ito the extent legally permissible) no party will written notice of such disclosure permitted under this clause shall be required made to consult with the other party in connection with any prior to or as soon as reasonably practicable following such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementdisclosure.

Public Disclosure. So long as From the date of this Agreement is until Closing or termination, the parties shall cooperate in effectgood faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, neither Parent, nor the Company, nor and no party shall issue or otherwise make any of their respective affiliates, will disseminate any press release or other public announcement concerning or communication pertaining to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, transaction without the prior consent of each Parent (in the case of the Company) or the Company (in the case of Parent), except as required by any Legal Requirement or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other parties heretoregarding such disclosure, which consent shall seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other parties and disclose only such information as is legally compelled to be disclosed. This provision will not be unreasonably withheldapply to communications by any party to its counsel, conditioned or delayedaccountants and other professional advisors. The Notwithstanding the foregoing, the parties have agreed to the text of the joint press release announcing hereto agree that as promptly as practicable after the execution of this Agreement. Notwithstanding , Parent will file with the foregoing, without prior consent of SEC a Current Report on Form 8-K pursuant to the other parties, each party (a) may communicate information that is not confidential information of any other party Exchange Act to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate report the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision execution of this AgreementAgreement (and may include a copy of this Agreement as an exhibit thereto), (i) no party will be required with respect to which Parent shall consult with the other party in connection with any such press release or public announcement if (A) Company. Parent shall provide to the Company Board has effected any Company Adverse Recommendation Change or shall have resolved for review and comment a draft of the Current Report on Form 8-K prior to do so or (B) filing with the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved SEC; provided that unless objected to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or by written notice given to Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by within five (A5) days after delivery to the Company specifying the language to which reasonable objection is taken, any language included in accordance such Current Report shall be deemed to have been approved by the Company and may be filed with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) SEC and used in other filings made by Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementSEC.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will shall disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will shall be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b5.3(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b5.4(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as From the date of this Agreement is until Closing or termination, the parties shall cooperate in effectgood faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, neither Parent, nor the Company, nor and no party shall issue or otherwise make any of their respective affiliates, will disseminate any press release or other public announcement concerning or communication pertaining to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, transaction without the prior consent of each Parent (in the case of the other parties heretoCompany and the Signing Stockholders) or the Company (in the case of Parent), which consent shall except as required by any legal requirement or by the rules and regulations of, or pursuant to, any agreement of a stock exchange or trading system. Each party will not be unreasonably withheld, conditioned withhold approval from the others with respect to any press release or delayedpublic announcement. The parties have agreed If any party determines with the advice of counsel that it is required to make this Agreement and the text terms of the joint transaction public or otherwise issue a press release announcing or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the foregoing, the parties hereto agree that as promptly as practicable after the execution of this Agreement. Notwithstanding , Parent will prepare and file a Current Report on Form 8-K pursuant to the foregoing, without Exchange Act to report the execution of this Agreement with respect to which the Company may review and comment upon prior consent of the other parties, each party (a) may communicate information to filing and that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information language included in such Current Report that reflects the Company's comments, as well as any text as to which the Company has not commented upon being given a press release or other document previously reasonable opportunity to comment, shall be deemed to have been approved for external distribution by the Company and may henceforth be used by Parent in other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult filings made by it with the SEC and in other party documents distributed by Parent in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementAgreement without further review or consent of the Signing Stockholders or the Company.

Public Disclosure. So long as this Agreement is in effectThe Investor Parties and the Company shall consult with each other before issuing, neither Parentand give each other the opportunity to review and comment upon, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, statements with respect to the Merger Transaction Documents or the other transactions contemplated by this AgreementTransactions, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by Law applicable Law, Judgment, court process or the rules and regulations of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers national securities exchange or any national securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayedquotation system. The parties have agreed to Investor and the text of Company agree that the joint press release announcing initial disclosure regarding the Transactions by each party following execution of this AgreementAgreement (such disclosures, the “Announcement”) shall be subject to review and reasonable agreement by the other party. Notwithstanding the foregoingforgoing, without prior consent of the other parties, each party (a) may communicate information that is this Section 5.02 shall not confidential information of apply to any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution public statement made by the other parties. Notwithstanding Company or the Investor Parties (a) which is consistent with the Announcement and does not contain any other provision information relating to the Transactions that has not been previously announced or made public in accordance with the terms of this AgreementAgreement or (b) is made in the ordinary course of business and does not relate specifically to the signing of the Transaction Documents or the Transactions. The Investor Parties shall, (i) no party will be required to and shall cause their respective Affiliates to, consult with the Company before issuing, and give each other party in connection the opportunity to review and comment upon, any press release or other public statements with respect to the Transaction Documents or the Transactions, and shall not, and shall cause their respective Affiliates not to, issue any such press release or make any such public announcement if (A) statement prior to such consultation, except as may be required by applicable Law, Judgment, court process or the Company Board has effected rules and regulations of any Company Adverse Recommendation Change national securities exchange or national securities quotation system. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, in no event shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of either this Section 6.4 shall not apply 5.02, Section 5.03 or any provision of the Confidentiality Agreement limit disclosure by any Investor Party or any of their Affiliates of ordinary course communications regarding this Agreement and the Transactions to its existing or prospective general and limited partners, equityholders, members, managers and investors of any Affiliates of such Person who are subject to a confidentiality obligation with respect thereto (provided that such parties agree to maintain the confidentiality of such Confidential Information and the Investor or the Investor Party disclosing such information will be responsible for any breach by the Person to whom such information was disclosed), or disclosing public information about the Transactions on their website in the ordinary course of business consistent with past practice or as part of any sales and Transfers to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementco-investors.

Public Disclosure. So long Notwithstanding anything to the contrary set forth in this Agreement, from and after the date hereof until the Closing, except (i) for the initial press release or similar public announcement or public communication announcing the entry into this Agreement, which shall be a joint press release made by Buyer and Seller substantially in the form attached as this Agreement is in effectExhibit I, neither Parentand (ii) to the extent required to comply with the requirements of any applicable Law, nor including, for the Companyavoidance of doubt, nor the rules or regulations of the TSX, NASDAQ or any of their respective affiliatesother applicable securities exchange, will disseminate no Party or its Representatives shall make any press release or other similar public announcement concerning or public communication relating to this Agreement, the Merger or Transaction Documents, the other transactions contemplated by hereby or thereby and all subject matter ancillary hereto or thereto, including the identity or any trade names of Seller or its Subsidiaries, unless any description or discussion of this Agreement, except as the Transaction Documents, the transactions contemplated hereby or thereby and all subject matter ancillary hereto or thereto to be included in such release, announcement or communication is specifically approved in writing in advance by Buyer and Seller, which approval may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to delayed in such Party’s discretion; provided, that in either case, if applicable Law, including, for the text avoidance of doubt, the rules or regulations of the joint press release announcing TSX, NASDAQ or another applicable securities exchange so requires, the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to Party making such determination shall consult with the other party Party prior to issuing any such release or announcement to the extent permitted by applicable Law and consider such other Party’s comments in connection good faith (it being understood that nothing in this Agreement shall be construed to restrict Buyer’s ability to communicate with its Representatives, including Altria, and Altria’s Representatives); provided, that, Buyer shall be deemed to have breached this Section 6.7(a) in the event that any of its Representatives, Altria or Altria’s Representatives makes any press release, announcement or communication that would otherwise be prohibited by Buyer pursuant to this Section 6.7(a)). In addition to the exceptions set forth in this Section 6.7(a), Buyer and its Representatives may make any public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls so long as such statements, disclosures or communications are not inconsistent in tone and substance with previous public statements, disclosures or communications or to the extent they have been reviewed and previously approved by both Buyer and Seller. Notwithstanding anything in this Section 6.7(a), but subject to the requirements of applicable Law, no press release, public announcement or public communication, whether made prior to or following the Closing, shall include the identity of any Member without such Member’s prior written consent; provided, however, that the identities of Rosenheck, Capobianco, Xxxxx, Xxxxxxx X. Xxxxx or Gotham Green Partners or funds affiliated therewith may be included in any such press release release, public announcement or public communication without such Member’s consent, to the extent such press release, public announcement if (A) or public communication is consistent with the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements other terms of this Section 6.4 shall 6.7(a), so long as such press release, public announcement or public communication does not apply include or identify the specific consideration received by any Member pursuant to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as this Agreement is in effect, neither ParentThe Manager shall not make (or permit any of its Affiliates or Behringer Holdings or any of its Affiliates to make), nor shall the Company, nor Members make (or permit any of their respective affiliatesAffiliates to make) any public disclosure relating to the subject matter of this Agreement (whether by way of the issuance of a press release, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, otherwise) without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent written Consent of the other parties, each party (a) which Consent may communicate information that not be unreasonably conditioned, delayed or withheld so long as such public disclosure is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice otherwise in compliance with applicable Law and (b) may disseminate this Agreement; provided that, without the information included in a press release or other document previously approved for external distribution by Consent of the other parties. Notwithstanding , any such Person may make (i) any public disclosure it reasonably believes is required by applicable law, rule or regulation (in which event such Person shall use reasonable efforts to advise the other parties prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision of this Agreement; or (iii) any disclosure to any Person permitted pursuant to Section 14.20. Subject to the preceding sentence, if (ix) no party will be required the Manager (or any of its Affiliates), or (y) any Member (or any of its Affiliates or Behringer Holdings or any of its Affiliates) desires to consult make public disclosure relating to the subject matter of this Agreement, such Person shall provide to the other parties a draft of the proposed disclosure for its review and comment and shall otherwise cooperate with the other party in connection parties with respect to such proposed disclosure. The other parties may make any comments or suggested changes to such press release disclosure within three (3) Business Days after its receipt of the proposed disclosure. The Person seeking approval of such disclosure shall consider and use reasonable efforts to address or public announcement otherwise take into account the comments or suggested changes on such disclosure made by the other parties and shall submit a revised draft of the proposed disclosure, if (A) applicable, to the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) other parties, and the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 other parties shall not apply unreasonably condition, delay or withhold their Consent to such disclosure; provided that, if the other parties have not provided any disclosure by the Company comments or Parent of any information concerning this Agreementsuggested changes within such three (3) Business Day period, the Merger or other parties will be deemed to have granted their Consent to the other transactions contemplated hereby in connection with a determination disclosure as proposed to it. No disclosure permitted by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.Section

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate any press release or other public announcement or disclosure concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any a national securities exchange, to the extent disclosed in or consistent with the Proxy Statement or in connection with ordinary course communications regarding this Agreement and the transactions contemplated hereby to their respective employees, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall consult with Parent prior to making any substantive communications to its employees or other constituents with respect to this Agreement and the transactions contemplated hereby to the extent the substance of such communications was not previously approved by Parent in connection with any prior communications, and shall consider in good faith the reasonable comments proposed by Parent. The parties hereto have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.8 shall not apply to (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change in accordance with this Agreement or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.4(b5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, or (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement; provided, however, that in the case of either of clauses (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) its intended release, announcement or disclosure.

Public Disclosure. So long as this Agreement is in effectThe Investor Parties and the Company shall, neither Parentand shall cause their Affiliates to, nor consult with each other and Ignition Parent LP before issuing, and give each other the Companyreasonable opportunity to review and comment upon, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, statements with respect to the Merger Transaction Documents or the other Transactions or the transactions contemplated by this the Apax Investment Agreement, and shall not, and shall cause their Affiliates not to, issue any such press release or make any such public statement prior to such consultation, except as may be required by Law applicable Law, Judgment, court process or the rules and regulations of any listing authority (including national securities exchange or national securities quotation system; provided that the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed initial announcement with respect to the text of Transaction Documents and the joint press release announcing Transactions shall be mutually agreed between the execution of this AgreementInvestor Parties and the Company. Notwithstanding the foregoingforgoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.04 shall not apply to any disclosure press release or other public statement made by the Company or Parent the Investor Parties (a) which does not contain any information relating to the Transactions that has not been previously announced or made public in accordance with the terms of this Agreement or (b) is made in the ordinary course of business and does not relate specifically to the signing of the Transaction Documents or the Transactions. Notwithstanding anything to the contrary in this Agreement (other than Section 5.05) or the Confidentiality Agreement, in no event shall either this Section 5.04 or any provision of the Confidentiality Agreement limit disclosure by any Investor Party and their respective Affiliates of ordinary course communications regarding this Agreement and the Transactions to its existing general and limited partners, equityholders, members, managers and investors of any information concerning this Agreement, the Merger Affiliates of such Person or the other transactions contemplated hereby any prospective partners or members of any Affiliate of or investment fund of such Investor Party in connection with a determination by (A) the Company syndication of the Supplemental Purchase, including disclosing information about the Transactions on their websites in accordance the ordinary course of business consistent with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementpast practice.

Public Disclosure. So long as From the date of this Agreement is until Closing or termination, the parties shall cooperate in effectgood faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, neither Parent, nor the Company, nor and no party shall issue or otherwise make any of their respective affiliates, will disseminate any press release or other public announcement concerning or communication pertaining to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, transaction without the prior consent of each the Parent (in the case of the other parties hereto, which consent shall not be unreasonably withheld, conditioned Company) or delayed. The parties have agreed to the text Company (in the case of the joint Parent), except as required by any Legal Requirement or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release announcing or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the foregoing, the parties hereto agree that as promptly as practicable after the execution of this Agreement. Notwithstanding , the foregoing, without Parent will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement with respect to which the Company may review and comment upon prior consent of the other parties, each party (a) may communicate information to filing and that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information language included in a press release or other document previously such Current Report shall be deemed to have been approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or and may be filed with SEC and used in other filings made by the Parent of any information concerning this Agreement, with the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementSEC.

Public Disclosure. So long Notwithstanding anything to the contrary contained herein, except as this Agreement may be required to comply with the requirements of any applicable Law and the rules and regulations of any stock exchange upon which the securities of one of the parties is in effectlisted, neither Parentfrom and after the date hereof, nor the Company, nor any of their respective affiliates, will disseminate any no press release or other similar public announcement concerning or communication shall be made or caused to be made by either party and/or any of such party’s Affiliates relating to this AgreementAgreement or the Transaction unless specifically approved in advance by the other party; provided, however, that: (a) the parties jointly may issue one or more press release(s) announcing entry into this Agreement and/or the Closing; (b) either party may issue such press releases, public announcements or communications or make such SEC filings as it determines are reasonably necessary to comply with applicable Law (including disclosure requirements of the SEC) or with the requirements of any stock exchange on which securities issued by a party or its Affiliates are traded; (c) Seller may deliver such communications to its shareholders regarding this Agreement and the Transactions as may be required by applicable Law; (d) after the Closing, Buyer shall not be subject to any restrictions under this Section 9.6, and (e) after the Closing, Seller may issue press releases or otherwise publicly announce the receipt and, when received, the Merger or amounts of Milestone Payments and Royalty Payments hereunder. Seller and Buyer will consult with each other concerning the other means by which the counterparty(ies) to any Assigned Contract will be informed of the transactions contemplated by this Agreement, except as may and Buyer will have the right to be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved present for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementcommunication.

Public Disclosure. So long as this Agreement is in effect, neither ParentThe Manager shall not make (or permit any of its Affiliates or Behringer Holdings or any of its Affiliates to make), nor shall the Company, nor Members make (or permit any of their respective affiliatesAffiliates to make) any public disclosure relating to the subject matter of this Agreement (whether by way of the issuance of a press release, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, otherwise) without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent written Consent of the other parties, each party (a) which Consent may communicate information that not be unreasonably conditioned, delayed or withheld so long as such public disclosure is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice otherwise in compliance with applicable Law and (b) may disseminate this Agreement; provided that, without the information included in a press release or other document previously approved for external distribution by Consent of the other parties. Notwithstanding , any such Person may make (i) any public disclosure it reasonably believes is required by applicable law, rule or regulation (in which event such Person shall use reasonable efforts to advise the other parties prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision of this Agreement; or (iii) any disclosure to any Person permitted pursuant to Section 14.20. Subject to the preceding sentence, if (ix) no party will be required the Manager (or any of its Affiliates), or (y) any Member (or any of its Affiliates or Behringer Holdings or any of its Affiliates) desires to consult make public disclosure relating to the subject matter of this Agreement, such Person shall provide to the other parties a draft of the proposed disclosure for its review and comment and shall otherwise cooperate with the other party in connection parties with respect to such proposed disclosure. The other parties may make any comments or suggested changes to such disclosure within three (3) Business Days after its receipt of the proposed disclosure. The Person seeking approval of such disclosure shall consider and use reasonable efforts to address or otherwise take into account the comments or suggested changes on such disclosure made by the other parties and shall submit a revised draft of the proposed disclosure, if applicable, to the other parties, and the other parties shall not unreasonably condition, delay or withhold their Consent to such disclosure; provided that, if the other parties have not provided any comments or suggested changes within such three (3) Business Day period, the other parties will be deemed to have granted their Consent to the disclosure as proposed to it. No disclosure permitted by Section 14.20 shall be deemed a public disclosure relating to the subject matter of this Agreement (whether by way of the issuance of a press release or release, public announcement if (Aor otherwise) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements for purposes of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.14.21. [INTENTIONALLY LEFT BLANK] * * * * *

Public Disclosure. So long as From the date of this Agreement is until Closing or termination, the parties shall cooperate in effectgood faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, neither Parent, nor the Company, nor and no party shall issue or otherwise make any of their respective affiliates, will disseminate any press release or other public announcement concerning or communication pertaining to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, transaction without the prior consent of each Key (in the case of the other parties heretoCompany and the Members) or the Company (in the case of Key), which consent shall except as required by any legal requirement or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system. Each party will not be unreasonably withheld, conditioned withhold approval from the others with respect to any press release or delayedpublic announcement. The parties have agreed If any party determines with the advice of counsel that it is required to make this Agreement and the text terms of the joint transaction public or otherwise issue a press release announcing or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the foregoing, the parties hereto agree that promptly as practicable after the execution of this Agreement. Notwithstanding , Key will file with the foregoing, without prior consent of SEC a Current Report on Form 8-K pursuant to the other parties, each party (a) may communicate information that is not confidential information of any other party Exchange Act to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate report the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision execution of this Agreement, (i) no party will be required with respect to which Key shall consult with the other party in connection Company. Key shall provide to Company for review and comment a draft of the Current Report on Form 8-K prior to filing with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved SEC; provided that unless objected to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by written notice given to Key within two (A2) days after delivery to the Company specifying the language to which reasonable objection is taken, any language included in accordance such Current Report shall be deemed to have been approved by the Company and may be filed with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent the SEC and used in accordance other filings made by Key with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementSEC.

Public Disclosure. So long as From the date of this Agreement is in effect, neither Parent, nor the Company, nor any until Closing or termination of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger Parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no Party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, hereby without the prior consent of each Parent (in the case of the other parties heretoCompany) or the Company (in the case of Parent, which consent shall not be unreasonably withheldHoldco or Merger Sub), conditioned except as required by any applicable Legal Requirements or delayed. The parties have agreed by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system (but subject to the text terms of Section 5.3). Each Party will not unreasonably withhold approval from the others with respect to any press release or public announcement. Subject to the terms of Section 5.3, if any Party determines with the advice of counsel that it is required to make this Agreement and the terms of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in transactions contemplated hereby public or otherwise issue a press release or other document previously approved for external distribution by the other parties. Notwithstanding make public disclosure with respect thereto, it shall, at a reasonable time before making any other provision of this Agreementpublic disclosure, (i) no party will be required to consult with the other party Parties regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or such transactions as may be reasonably requested by the other Party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any Party to its counsel, accountants and other professional advisors. Nothing in connection with any such press release Section 5.5, this Section 5.6 or public announcement if elsewhere in this Agreement or the Confidentiality Agreement shall restrict or prohibit (Aa) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved from communicating with the Sellers relating to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or Mergers and the other transactions contemplated hereby or (b) any disclosure made in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, enforcement of any right or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, remedy relating to this Agreement or may constitute, a Parent Superior Proposal, or (C) any dispute between of the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementother Transaction Documents.

Public Disclosure. So long as During the period from the date of this Agreement is in effectuntil one (1) year after the Fall-Away of Investor Rights, neither Parentthe Investor Parties and Parent shall, nor the Company, nor any of and shall cause their respective affiliatesAffiliates to, will disseminate consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public announcement concerning this Agreement, statements with respect to the Merger Transaction Documents or the other transactions contemplated by this AgreementTransactions, and shall not, and shall cause their respective Affiliates not to, issue any such press release or make any such public statement prior to such consultation, except as may be required by Law applicable Law, Judgment, court process or the rules and regulations of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers national securities exchange or any national securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayedquotation system. The parties have agreed initial announcement (the “Initial Press Release”) with respect to the text of Transaction Documents or the joint press release announcing Transactions shall be mutually agreed between the execution of this AgreementInvestor Parties and Parent. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.04 shall not apply to any disclosure press release or other public statement made by Parent or the Company or Parent of Investor Parties (a) which does not contain any information concerning this Agreement, relating to the Merger Transactions that has not been previously announced or the other transactions contemplated hereby in connection with a determination by (A) the Company made public in accordance with the terms of this Agreement or (b) is made in the ordinary course of business and does not relate specifically to the signing of the Transaction Documents or the Transactions. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, in no event shall either this Section 5.4(b) that 5.04, Section 5.05 or any provision of the Confidentiality Agreement limit disclosure by any Investor Party and their respective Affiliates of ordinary course communications regarding this Agreement and the Transactions to its existing or prospective general and limited partners, equityholders, members, managers and investors of any Affiliates of such Person who are subject to a Company Acquisition Proposal constitutesconfidentiality obligation with respect thereto, or may constitute, a Company Superior Proposal, (B) Parent disclosing public information about the Transactions on their websites in the ordinary course of business or as part of any sales and Transfers to any co-investors consummated in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as From the date of this Agreement is until Closing or termination, the parties shall cooperate in effectgood faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, neither Parent, nor the Company, nor and no party shall issue or otherwise make any of their respective affiliates, will disseminate any press release or other public announcement concerning or communication pertaining to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, transaction without the prior consent of each Parent (in the case of the other parties heretoCompany and the Stockholders) or the Company (in the case of Parent), which consent shall except as required by any legal requirement or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system. Each party will not be unreasonably withheld, conditioned withhold approval from the others with respect to any press release or delayedpublic announcement. The parties have agreed If any party determines with the advice of counsel that it is required to make this Agreement and the text terms of the joint transaction public or otherwise issue a press release announcing or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the foregoing, the parties hereto agree that promptly as practicable after the execution of this Agreement. Notwithstanding , Parent will file with the foregoing, without prior consent of SEC a Current Report on Form 8-K pursuant to the other parties, each party (a) may communicate information that is not confidential information of any other party Exchange Act to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate report the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision execution of this Agreement, (i) no party will be required with respect to which Parent shall consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved Company. Unless objected to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or by written notice given to Parent of within five (5) days after such filing specifying the language to which objection is taken, any information concerning this Agreement, the Merger or the other transactions contemplated hereby language included in connection with a determination such Current Report shall be deemed to have been approved by (A) the Company and may be used in accordance other filings made by Parent with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this AgreementSEC.

Public Disclosure. So The Company, Merger Sub and Parent agree that the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall each cause a separate press release announcing the execution and delivery of this Agreement, which shall not be issued prior to the approval of each of the Company and Parent. Thereafter, so long as this Agreement is in effect, neither Parent, Merger Sub nor the Company, nor any of their respective affiliates, Company will disseminate any press release or other public announcement concerning this Agreementthe Merger, the Merger Offer, this Agreement or the other transactions contemplated by this Agreementhereby to any third Person, except as may be required by Law or the rules of by any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities agreement with a national stock exchange, without the prior consent of each of the other parties hereto, which consent shall will not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoingNonetheless, without prior consent of the other parties, each party (a) may communicate information that is the restrictions set forth in this Section 6.3 will not confidential information of apply to any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution announcement (i) made by the other parties. Notwithstanding any other provision Company with respect to, or in connection with, a Company Adverse Recommendation Change effected by the Company Board of Directors in accordance with this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure made by the Company or Parent of any information with respect to, or in connection with, an Acquisition Proposal, (iii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company or the Company Board of Directors in accordance with Section 5.4(b5.2(b) or 5.2(d) that a Company an Acquisition Proposal constitutes, or may constitute, constitutes a Company Superior Proposal, (Biv) Parent in accordance with by the Company as contemplated by Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal5.2(g), or (Cv) by the Company or Parent with respect to any dispute between the parties regarding hereto with respect to this Agreement, the Merger or the other transactions contemplated hereby; provided, however, that in the case of each of clause (i) or (iv) above, to the extent not prohibited by Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this AgreementSection 6.3, no separate approval will be required with respect to a subsequent press release or other announcement if substantially consistent with a previously approved press release or announcement.

Public Disclosure. So long as The parties agree that the press release set forth on Exhibit F-1 attached hereto (“Sangoma Press Release”) shall be published by Buyer promptly following the execution of this Agreement is by all parties and the press release set forth on Exhibit F-2 attached hereto (“BFHL Press Release”) shall be published by BFHL no earlier than 8:00 a.m., eastern time, on the next Business Day following the Agreement Date. Except as expressly set forth in effectthe foregoing, neither Parentnone of the Sellers, nor Sellers’ Representative or Company Members (prior to the Company, nor any of their respective affiliates, will disseminate Closing) shall issue any press release or other make any public announcement concerning statement with respect to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, hereby without the prior written consent of each of the other parties heretoSangoma, which consent shall not be unreasonably withheld, conditioned delayed or delayed. The parties have agreed conditioned, and none of Buyer, Sangoma or Company Members (after the Closing) shall issue any press release or make any public statement with respect to this Agreement or the text transactions contemplated hereby without the prior written consent of the joint press release announcing the execution of this AgreementSellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Sangoma may, without prior the consent of the Sellers’ Representative, the Sellers or any other partiesPerson, each party (a) make such disclosures and public filings as it may communicate information reasonably determine are required by applicable Law, including applicable securities Laws and stock exchange listing rules; provided, however, that is not confidential information prior to the making of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release disclosure or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of filing that references this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger Agreement or the transactions contemplated by hereby, Sangoma shall provide the Sellers’ Representative with a reasonable opportunity to review and comment on such disclosure or filing and shall consider in good faith any comments of the Sellers’ Representative with respect thereto, except that Sangoma shall not have any such obligation with respect to any disclosure or filing that is substantially the same as a previously made disclosure or filing for which the Sellers’ Representative was provided with such an opportunity or any disclosure or filing that does not primarily relate to this AgreementAgreement or the transactions contemplated hereby.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor None of the Company, nor on the one hand, or Parent, on the other hand, shall issue any of their respective affiliates, will disseminate any press public release or other make any public announcement concerning this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, Agreement without the prior written consent of each of the other parties hereto, (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). The parties have agreed to Company and Parent agree that the text of the joint press release announcing the execution and delivery of this AgreementAgreement shall be a joint release of, and shall not be issued prior to the approval of each of, the Company, on the one hand, and Parent on the other hand. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision foregoing provisions of this AgreementSection 5.7, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) Parent, its Representatives, the Company Board has effected any and its Representatives may make public releases or announcements concerning the transactions contemplated hereby that are not inconsistent with previous press releases or announcements made by Parent and/or the Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so in compliance with this Section 5.7 and (ii) the requirements of restrictions set forth in this Section 6.4 5.7 shall not apply to any disclosure by the release or announcement made or proposed following a Company Board Recommendation Change if related to such Company Board Recommendation Change or Parent of any information concerning this Agreement, the Merger Superior Proposal or the other transactions contemplated hereby Intervening Event in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreementtherewith.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including a national securities exchange or to the UKLA), extent disclosed in or consistent with the UK Panel on Takeovers and Mergers Joint Proxy Statement or any securities exchangeForm S-4, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.10 shall not apply to (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so in accordance with this Agreement or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so in accordance with this Agreement and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.4(b5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b5.7(b) of Section 5.7(d) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate any press release or other public announcement or disclosure concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including a national securities exchange or to the UKLA), extent disclosed in or consistent with the UK Panel on Takeovers and Mergers Proxy Statement or any securities exchangethe Form S-4, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, (a) without prior consent of the other parties, each party (a) may communicate disseminate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner substantially consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision , or is otherwise not subject to such approval, in each case, pursuant to the first sentence of this AgreementSection 5.9, and (b) this Section 5.9 shall not apply to (i) no party will be required to consult with the any press release or other party public announcement or disclosure in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any press release or other public announcement or disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.4(b5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement; provided, that in the case of either of clauses (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) its intended release, announcement or disclosure.

Public Disclosure. So long as this Agreement is in effect, neither Parentthe Acquired Companies nor the Sellers, on the one hand, nor Buyer, on the Companyother hand, nor any of their respective affiliatesSubsidiaries or Representatives, will disseminate shall issue or cause the publication of any press release or other public announcement concerning or disclosure with respect to this Agreement, the Merger Related Agreements or the other transactions contemplated by this Agreementhereby or thereby, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchangeTransactions, without the prior written consent of each the Sellers (with respect to Buyer) or Buyer (with respect to the Acquired Companies and the Sellers), unless such Party determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or trading market to issue or cause the publication of such press release or other public announcement or disclosure, in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other parties heretoParties to review and comment upon such press release or other announcement or disclosure in advance and shall consider in good faith all reasonable comments thereto; provided, which consent however, that the Parties shall not be unreasonably withheld, conditioned required by this Section 7.7 to provide any such review or delayed. The parties have agreed comment to another Party relating to any dispute between the text of the joint press release announcing the execution of Parties relating to this Agreement. Notwithstanding the foregoing; provided, further, that each Party and its Subsidiaries and Representatives may, without prior further consent of the other partiesParties, each party (a) may communicate information that is not confidential information of any other party make statements with respect to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger Related Agreements or the other transactions contemplated hereby in connection or thereby, including the Transactions, that are consistent with a determination by (Aand do not otherwise include or refer to any terms or conditions that are not otherwise contained in) the Company in accordance public statements with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding respect to this Agreement, the Merger Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, that have previously been made by Buyer or the Acquired Companies in compliance with this AgreementSection 7.7.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding Without limiting any other provision of this Agreement, each of Globe and Acquiror, on the one hand, and the Company, on the other hand, shall (ia) no party will be required to consult with each other before issuing or otherwise making any public announcement with respect to this Agreement or the transactions contemplated hereby, (b) provide to each other party in connection with for review a copy of any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposalstatement, (Bc) Parent in accordance give each other the reasonable opportunity to review and comment upon, any press release or other public statements with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or respect to the transactions contemplated by this Agreement, including the Acquisition, (d) not issue any such press release or make any such public statement prior to such consultation and (e) consult with each other prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or interdealer quotation service) with respect thereto, except as Globe, Acquiror or the Company may reasonably conclude may be required by applicable Law, rules of a stock exchange, or court process. Notwithstanding the foregoing, (i) each of the Company, Globe and Acquiror may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal announcements to employees, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by Globe and Acquiror, on the one hand, and the Company, on the other hand, (or individually, if approved by the other party if required pursuant to this Section 5.6), (ii) in the event that there has been a Change of Recommendation made in accordance with Section 5.4(d) hereof, neither the Company, on the one hand, nor Globe or Acquiror, on the other hand, will have any further obligation to consult with each other, and agree, before issuing any press release or otherwise making any public statement with respect to the Acquisition, this Agreement, the Scheme Document, the Offer Documents, the Schedule 14D-9 or any Acquisition Proposal, except to the extent provided under Section 5.2 with respect to the filings referred to therein and (iii) neither the Company, on the one hand, nor Globe or Acquiror, on the other hand, will have any further obligation under this Section 5.6 to provide any review or comment to the other party in the event of any material dispute between them relating to this Agreement. Prior to making any material, broad-based written communications to the employees of the Company or any Subsidiary of the Company generally that primarily relates to the transactions contemplated by this Agreement, the Company shall provide Globe with a copy of the intended communication and provide Globe with a reasonable period of time to review and comment on the communication. The Company, on the one hand, and Globe and Acquiror, on the other hand, agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the Company and Globe.

Public Disclosure. So long as Parent and the Company shall mutually agree on the initial press release or releases with respect to the execution of this Agreement. Thereafter, during the period that this Agreement is remains in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate shall issue any press release or other public announcement concerning this Agreementwith respect to the Merger, the Merger or the other transactions contemplated by this AgreementAgreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed), except as such press release or other announcement may be required by Law or the rules of any listing authority (including a national securities exchange or trading market on which such party’s Securities are listed, in which case the UKLA), party required to make the UK Panel on Takeovers and Mergers release or any securities exchange, without the prior consent of each of announcement shall use its reasonable efforts to provide the other parties hereto, which consent shall not be unreasonably withheld, conditioned party with a reasonable opportunity to review and comment on such release or delayed. The parties have agreed to the text announcement in advance of the joint press release announcing the execution of this Agreementits issuance. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives the restrictions set forth in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.8 shall not apply to any disclosure press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement, (ii) made by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company or the Company Board in accordance with Section 5.4(b5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may is reasonably likely to constitute, a Company Superior Proposal, or (Biii) made by the Company or Parent in accordance connection with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this AgreementSection 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.

Public Disclosure. So long Except as this Agreement is required by Legal Requirements, judicial process and the rules and regulations promulgated by any Governmental Authority, no Loan Party or Affiliate thereof will in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate future issue any press release releases or other public announcement concerning disclosure using the name “Melody Business Finance, LLC” or the name of its Affiliates or any other Lender or its Affiliates or referring to this Agreement, the Merger Agreement or the other transactions Loan Documents without at least two (2) Business Days’ prior notice to Administrative Agent and such Lender, if applicable, and without the prior written consent of Administrative Agent and such Lender, if applicable (in each instance, such consent not to be unreasonably withheld or delayed). Each Loan Party expressly consents to and authorizes the publication by Administrative Agent and any Lender of a summary description of the transaction(s) contemplated by this AgreementAgreement in any format (including tombstones, except as deal listings or similar advertising materials), which may be required by Law published in one or more of financial or other industry periodicals, newspapers, reporting services, trade organizations, written promotional materials, Administrative Agent or Lender web site, etc. In addition, each Loan Party expressly consents to and authorizes Administrative Agent and Lenders to provide to financial or other industry periodicals, newspapers, reporting services or trade organizations information necessary and customary for inclusion of the rules of any listing authority (transaction(s) in league table measurements, including the UKLA)aggregate dollar value of the transaction. Notwithstanding anything to the contrary contained in this Section 18.8, any such publicity to be issued by Administrative Agent or any Lender contemplated pursuant to this Section 18.8 shall be sent to Parent for its prior written approval, such approval not to be unreasonably withheld or delayed; provided, however, that Parent shall have the right to disapprove in its sole discretion, the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby that has not been previously publicly disclosed in connection with a determination by its SEC Filings; and (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (Cy) any dispute between filing on Form 8-K by Parent or press release by any Loan Party pertaining to this transaction shall be sent to Administrative Agent for its prior review not less than two (2) Business Days prior to the parties regarding this Agreementdate such 8-K is required to be filed. Parent agrees to consider and, the Merger or the transactions contemplated unless securities counsel to Parent advises otherwise, implement, any reasonable comments on such 8-K received by this AgreementParent from Administrative Agent at least one (1) Business Day prior to such filing date.

Public Disclosure. So long as The Company will submit to the Supporting Noteholders all press releases, public filings, public announcements or other communications with any news media relating to this Agreement is in effectAgreement, neither Parent, nor or the Company, nor Definitive Documents or the Transactions contemplated hereby and thereby and any amendments thereof. The Company may not (a) use the name of any Supporting Noteholder or any of their respective affiliatesits managers, will disseminate advisors, Affiliates, officers, directors, shareholders, members, employees, partners, representatives and agents in any press release or other public announcement concerning filing with the SEC without such Party’s prior written consent or (b) disclose holdings of the Supporting Noteholders to any Person; provided that the Company shall be permitted to disclose at any time the aggregate principal amount of and aggregate percentage of Notes held by all the Supporting Noteholders as a group; provided further that the Company shall be permitted to disclose any information requested or required by applicable law, rule, regulation, or governmental or regulatory or self‑regulatory body. Promptly following the execution of this Agreement, the Merger Company shall announce this Agreement by means of a press release in the form attached hereto as Exhibit N (the “Press Release”). Neither the Company nor any Supporting Noteholder shall make or cause to be made any public announcement or widely disseminated statement with respect to the other transactions contemplated by subject of this AgreementAgreement that is contrary to the statements made in the Press Release, except as may be required by Law law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers stock exchange or any securities exchange, without with the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior written consent of the other partiesparty; provided that, each party (a) may communicate information for the avoidance of doubt, the foregoing shall not prohibit a Supporting Noteholder from discussing this Agreement or the Transactions in a manner that is not confidential information of widely disseminated or is not a public announcement with any other party to financial analystsholder of, investors or any bona fide potential purchaser (provided such bona fide potential purchaser executes a confidentiality and media representatives non-disclosure agreement for the benefit of and enforceable by the Company containing, in all material respects, terms at least as protective as the terms set forth in the Confidentiality Agreement) of, Notes in a manner otherwise consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other partiessuch Supporting Noteholders’ obligations hereunder. Notwithstanding any other provision anything to the contrary set forth herein or in the Confidentiality Agreement, the Company hereby permits and authorizes each of the Supporting Noteholders to disclose the existence of this Agreement, (i) no party will be required to consult with the other party in connection together with any such press release or public announcement if (A) Confidential Agreement related to this Agreement and the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) Definitive Documents and the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so transactions contemplated hereby and (ii) the requirements of this Section 6.4 shall not apply thereby, to any bona fide potential purchaser of Notes, Term Loans or other claims held by such Supporting Noteholder if such bona fide potential purchaser executes a confidentiality and non-disclosure agreement for the benefit of and enforceable by the Company or Parent of any information concerning this containing, in all material respects, terms at least as protective as the terms set forth in the Confidentiality Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) . The Supporting Noteholders and the Company in accordance with Section 5.4(b) acknowledge that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions arrangements contemplated by this AgreementAgreement are not intended to constitute the formation of a Group. Each Supporting Noteholder agrees that, for purposes of determining beneficial ownership of such Supporting Noteholder, it shall disclaim any beneficial ownership by virtue of this Agreement of the Company’s securities owned by the other Supporting Noteholders, and the Company agrees to recognize such disclaimer in its Exchange Act and Securities Act reports.

Public Disclosure. So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliatesAffiliates, will shall disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Each party agrees to promptly (and in any event within two (2) days) make available to the other parties copies of any written communications made without prior consultation with the other parties. Notwithstanding any other provision of this Agreement, (i) no party will shall be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 6.5 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b5.3(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b5.4(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement. So long as this Agreement is in effect, each party agrees that it will not, and will cause its Representatives not to, engage in any discussions with the other party’s suppliers, customers, landlords, creditors, licensors, licensees, and other Persons having business relationships with such other party regarding the Merger or the other transactions contemplated by this Agreement without the prior consent of such other party.

Public Disclosure. So Parent and the Company shall mutually agree on the initial press release or releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor the Company, nor any of their respective affiliatesAffiliates, will disseminate shall issue any press release or other public announcement concerning this Agreementwith respect to the Merger, the Merger or the other transactions contemplated by this AgreementAgreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of any listing authority (including a national securities exchange or trading market on which such party’s Securities are listed, in which case the UKLA), party required to make the UK Panel on Takeovers and Mergers release or any securities exchange, without the prior consent of each of announcement shall use its reasonable best efforts to provide the other parties hereto, which consent shall not be unreasonably withheld, conditioned party with a reasonable opportunity to review and comment on such release or delayed. The parties have agreed to the text announcement in advance of the joint press release announcing the execution of this Agreementits issuance. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives the restrictions set forth in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 5.8 shall not apply to any disclosure press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company or the Company Board in accordance with Section 5.4(b5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may is reasonably likely to constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this AgreementSection 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.