Common use of Public Statements Clause in Contracts

Public Statements. The parties shall issue a joint press release, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees that, from and after the date of this Agreement until the Effective Time, the parties shall not issue any press release or make any public statement concerning the Transactions without the other party’s prior consent. Notwithstanding the foregoing: (a) a party may, without complying with the foregoing obligations, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or otherwise in compliance with this Section 5.2; (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations in connection with any press release, public statement or filing to be issued or made with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change Recommendation.

Public Statements. The parties shall issue a joint press releaseSo long as this Agreement is in effect, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees thatshall not, from and after the date of this Agreement until the Effective Time, the parties shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement concerning with respect to the Transactions without the prior written consent of the other party’s (which consent shall not be unreasonably withheld, conditioned or delayed) and shall consult with each other prior consent. Notwithstanding to issuing any press release or otherwise making any public statement with respect to the foregoing: Transactions and provide to each other for review an advance copy of any such press release or statement, except (a) as may be required by applicable Law, court process or the rules and regulations of any stock exchange on which such party’s securities (or those of any of a party’s Affiliates) are listed, as applicable, in which case the party mayrequired to make the release or announcement shall use its reasonable best efforts to allow the other reasonable time to comment on such release or announcement in advance of such issuance, without complying (b) with respect to any press release or other public statement by the foregoing obligationsCompany expressly permitted by Section 6.9, (c) with respect to any press releases or other public statements by Parent or Merger Sub in response to any public announcement permitted by clause (b) of this Section 6.5, and (d) each party may make any public statement statement, including in response to questions from the press, analysts, investors or those attending industry conferences, or (subject to Section 6.3(e) in the case of announcements by the Company) make internal announcements to employees and make disclosures in Company SEC ReportsDocuments, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or previously approved by the other parties and otherwise in compliance with this Section 5.2; 6.5. Each of the parties agrees that, promptly following execution of this Agreement, (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (ci) the Company need not comply with the foregoing obligations in connection with any and Parent shall each issue an initial press release, public statement or filing to be issued or made release with respect to any Takeover Proposal (including any “stopthe Transactions, lookeach in a form mutually agreed to by the Company and Parent, and listen” release(ii) or the Company shall file a Company Adverse Change Recommendationcurrent report on Form 8-K with the SEC attaching the Company’s initial press release and copies of this Agreement and the Separation and Distribution Agreement as exhibits.

Public Statements. The parties Each Party shall have the right to issue its own initial press release with respect to the execution of this Agreement, subject to the prior written approval of the other Party, which approval shall not be unreasonably withheld; provided, however, the foregoing shall not restrict the Parties ability to release a mutually agreed joint press release. Following such initial press release, mutually acceptable each Party will, and will cause its Affiliates to, consult with the other Party prior to issuing, and will consider in good faith any comments by the Company and Parentother Party to or in respect of, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees thatany public announcement, from and after the date of statement, or other disclosure with respect to this Agreement until or the Effective TimeTransactions, the parties shall not issue any press release or except that Seller and its Affiliates may make any public statement concerning the Transactions without the other party’s prior consent. Notwithstanding the foregoing: (a) announcements from time to time to their employees, customers, suppliers, and other business relations and otherwise as Seller may reasonably determine are necessary to comply with Law (including any securities Laws) or the requirements of any agreement to which Seller or its Affiliates is a party may, without complying with the foregoing obligations, make party; and (b) any public statement statements in response to questions from by the press, analysts, investors investors, or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reportsor analyst or investor conference calls. Notwithstanding the foregoing, to the extent that such statements are nothing will prohibit any Party or its Affiliates from disclosing information (i) consistent with previous any information in any press releases, release or other public disclosures or public statements made jointly by the parties or otherwise announcement that was disseminated in compliance with this Section 5.2; 6.12, (bii) the Parties and their Affiliates may make non-public announcements regarding this Agreement, the Ancillary Agreements and the Transactions to their and their Affiliates’ respective (A) directors, officers and employees, and (B) actual or potential direct or indirect equityholders, members, limited partners and investors without the consent of the other Party so long as such Persons are bound by obligations of confidentiality in respect of any such information disclosed to them, and (iii) as such Party reasonably determines is necessary to comply with Law (including any securities Laws), and nothing in this Section 6.12 shall require a party may, without complying with the foregoing obligations, after consultation Party to consult with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations Party in connection with any press release, public statement or filing to be issued or made with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change Recommendationsuch disclosure.

Public Statements. The parties initial press release to be issued with respect to the Transactions shall issue be a joint press releaserelease in a form agreed by the parties. Thereafter, mutually acceptable to no public release or announcement concerning the Transactions shall be issued by any party without the prior written consent of the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees that, from and after the date of this Agreement until the Effective Time, the parties (which consent shall not issue any press be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by Law or the rules or regulations of any applicable 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 each other party 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 public statement concerning such release or announcement, to the Transactions without extent so required, shall be at the other final discretion of the disclosing party’s prior consent. Notwithstanding the foregoing: (a) a , and except as otherwise provided in this Agreement, including the Company’s obligations under Section 2.2 and Section 7.8, each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent that such statements are consistent not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or and otherwise in compliance with this Section. Notwithstanding the foregoing, the restrictions set forth in this Section 5.2; (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue 7.4 shall not apply to any such press release or make any such public announcement made or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required proposed to be made by applicable Law or by obligations the Company pursuant to Section 2.2(a) or following a Company Adverse Recommendation Change, so long as any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations public statement in connection with any press release, public statement or filing to be issued or made with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Recommendation Change Recommendationis made in compliance with Section 7.8.

Public Statements. The parties Parties shall issue a joint consult with each other prior to issuing any press release, mutually acceptable public announcement or other public disclosure with respect to the Company Transaction Documents or the Transactions and Parent, promptly upon execution and delivery none of this Agreement. Each of Parent and the Company agrees that, from and after the date of this Agreement until the Effective TimeCompany, the parties Stockholders or any of their respective Affiliates, on one hand, nor the Parent or any of its Affiliates, on the other hand, shall not issue any press release or make any public statement concerning announcement or disclosure regarding the Transaction Documents or the Transactions without the prior approval of the other party’s prior consent. Notwithstanding Party; provided that for the foregoing: avoidance of doubt, such other Party for purposes of this Section 8.8 is the (a) a party mayParent, without complying with in the foregoing obligationscase of the Company, make the Stockholders or any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees of their respective Affiliates and make disclosures in Company SEC Reports, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or otherwise in compliance with this Section 5.2; (b) a party mayStockholders’ Representative, without complying with in the foregoing obligationscase of the Parent or any of its Affiliates (which approval shall not be unreasonably withheld, after consultation with the other partyconditioned, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is delayed), except as may be required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other any national securities exchange exchange, in which case the Party proposing to issue such press release or interdealer quotation service make such public statement or by disclosure shall first, to the request of any Governmental Authority; and (c) the Company need not comply extent practicable, consult with the foregoing obligations other Party about, and allow the other Party reasonable time to comment in advance on, such press release, public announcement, or disclosure; provided, however, that nothing in this Section 8.8 shall (i) limit or restrict the Parent or any of its Affiliates from making any public statements or presentations in connection with industry conferences, investor meetings, analyst meetings, analyst or investor conference calls, or in response to questions from investors, analysts, press or other media and in each case, that does not involve the disclosure of competitively sensitive information; (ii) limit or prohibit any private equity fund associated with the Company from disclosing the financial terms and conditions, or any other terms and conditions, of this Agreement and the Transactions to its limited partners and Affiliates; or (iii) limit or prohibit any Party from making any press release, public statement announcement or filing other public disclosure concerning the Transaction Documents or Transactions following a disclosure that is otherwise permitted in accordance with this Section 8.8, except that any such disclosure under this clause (iii) shall not contain information that was not previously publicly disclosed pursuant to be issued or made with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change Recommendationthis Section 8.8.

Public Statements. The parties Seller and Buyers shall either (a) each be permitted to issue an initial press release or (b) issue an initial press release that is a joint press release, mutually acceptable with respect to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees that, from and after the date of this Agreement until that, in either case, is in a form reasonably agreed upon by the Effective TimeParties. Following such initial press release, each Party will, and will cause its Affiliates to, consult with the parties shall not issue other Party prior to issuing, and will consider in good faith any press release comments by the other Party to or make in respect of, any public statement concerning announcement, statement, or other disclosure with respect to this Agreement or the Transactions without the other party’s prior consent. Notwithstanding the foregoingTransactions, except that Seller and its Affiliates may make: (a) announcements from time to time to its employees, customers, suppliers, owners, and other business relations and otherwise as Seller may reasonably determine is necessary to comply with applicable Law (including any securities Laws) or the requirements of any agreement to which Seller or its Affiliates is a party may, without complying with the foregoing obligations, make party; and (b) any public statement statements in response to questions from by the press, analysts, investors investors, or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent or analyst or investor conference calls that such statements are consistent in all material respects with previous press releases, any prior public disclosures regarding the Transactions. Notwithstanding the foregoing, nothing herein will prohibit any Party or its Affiliates from disclosing information (i) consistent with any information in any press release or other public statements made jointly by the parties or otherwise announcement that was previously agreed to and disseminated in compliance with this Section 5.2; 7.17, and (bii) the Parties and their Affiliates may make non-public announcements regarding this Agreement, the Ancillary Agreements and the Transactions to their and their Affiliates’ respective (A) directors, officers and employees, and (B) actual or potential direct or indirect equityholders, members, limited partners and investors without the consent of the other Party so long as such Persons are bound by obligations of confidentiality in respect of any such information disclosed to them, and nothing in this Section 7.17 shall require a party may, without complying with the foregoing obligations, after consultation Party to consult with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations in connection with any press release, public statement such disclosure or filing to be issued or made in connection with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change Recommendationobtaining the Required Regulatory Approvals.

Public Statements. The parties initial press release with respect to the execution of this Agreement shall issue be a joint press releaserelease to be reasonably agreed upon by the Parties. Thereafter, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees that, from and after the date of so long as this Agreement until the Effective Timeis in effect, the parties shall Parties will not, and each Party will cause its Representatives not to, issue any press release public announcements or make any other public statement concerning disclosures regarding this Agreement or the Transactions without the prior written approval of the other partyParty; provided, however, that a Party or its Representatives may issue a public announcement or other public disclosures required by applicable Law or the rules of any stock exchange upon which such Party’s prior consent. Notwithstanding capital stock is traded, provided such Party affords the foregoing: other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comment regarding same, which comments such Party shall consider implementing in good faith; provided further that no provision of this Section 7.09 shall be deemed to (ai) restrict in any manner a party may, without complying with the foregoing obligations, make any public statement in response Party’s ability to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to communications with its employees and make disclosures in Company SEC Reports, solely to the extent that such statements they are consistent with (and do not contain any information not already included in) previous press releases, public disclosures or public statements made jointly by the parties or otherwise a Party in compliance with this Section 5.2; 7.09, (bii) restrict any disclosure of any information consistent with (and that does not contain any information not already included in) previous press releases, public disclosures or public statements made by a party may, without complying Party in compliance with the foregoing obligations, after consultation this Section 7.09 or (iii) require Sailfish to consult with the or obtain any approval from any other party, issue any such press release or make any such Party with respect to a public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations press release issued in connection with any press release, public statement or filing to be issued or made with respect to any Takeover the receipt and existence of a Competing Proposal (including any “stop, look, and listen” release) matters related thereto or a Company Adverse Change Recommendationof Recommendation other than as set forth in Section 7.05. Notwithstanding anything to the contrary in this Agreement (or anything in the Confidentiality Agreement to the contrary), nothing in this Agreement shall restrict the ability of Green Energy or any of its Affiliates from making customary disclosures to current or prospective general or limited partners, equity holders, members, managers and investors of Apple, Ride or their respective Affiliates in the ordinary course of their business, in each case, who are subject to customary confidentiality restrictions.

Public Statements. The parties shall issue a joint press releaseSo long as this Agreement is in effect, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees thatshall not, from and after the date of this Agreement until the Effective Time, the parties shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement concerning with respect to the Transactions without the prior written consent of the other party’s (which consent shall not be unreasonably withheld, conditioned or delayed) and shall consult with each other prior consent. Notwithstanding to issuing any press release or otherwise making any public statement with respect to the foregoing: Transactions and provide to each other for review an advance copy of any such press release or statement, except (a) as may be required by applicable Law, court process or the rules and regulations of any stock exchange on which such party’s securities (or those of any of a party’s Affiliates) are listed, as applicable, in which case the party may, without complying required to make the release or announcement shall use its ​ ​ reasonable best efforts to allow the other reasonable time to comment on such release or announcement in advance of such issuance; (b) with respect to any press release or other public statement by the foregoing obligations, make Company expressly permitted by Section 6.9; (c) with respect to any press releases or other public statements by Parent or Merger Sub in response to any public statement announcement permitted by clause (b) hereof and (d) each party may make (i) any public statement, including in response to questions from the press, analysts, investors or those attending industry conferences, make ; (ii) internal announcements to employees and make or (iii) disclosures in Company SEC ReportsDocuments, in each case, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or previously approved by the other parties and otherwise in compliance with this Section 5.2; 6.5. Each of the parties agrees that, promptly following execution of this Agreement, (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c1) the Company need not comply with the foregoing obligations in connection with any and Parent shall issue an initial joint press release, public statement or filing to be issued or made release with respect to any Takeover Proposal the Transactions, in a form mutually agreed to by the Company and Parent and (including any “stop, look, 2) the Company shall file a Current Report on Form 8-K with the SEC attaching such initial press release and listen” release) or a Company Adverse Change Recommendationcopy of this Agreement as exhibits.

Public Statements. The parties initial press release with respect to the execution of this Agreement shall issue be a joint press releaserelease to be reasonably agreed upon by the Parties. Thereafter, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees that, from and after the date of so long as this Agreement until the Effective Timeis in effect, the parties shall Parties will not, and each Party will cause its Representatives not to, issue any press release public announcements or make any other public statement concerning disclosures regarding this Agreement or the Transactions without the prior written approval of the other partyParty; provided, however, that a Party or its Representatives may issue a public announcement or other public disclosures required by applicable Law or the rules of any stock exchange upon which such Party’s prior consent. Notwithstanding capital stock is traded, provided such Party affords the foregoing: other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comment regarding same, which comments such Party shall consider implementing in good faith; provided further that no provision of this Section 7.09 shall be deemed to (ai) restrict in any manner a party may, without complying with the foregoing obligations, make any public statement in response Party’s ability to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to communications with its employees and make disclosures in Company SEC Reports, solely to the extent that such statements they are consistent with (and do not contain any information not already included in) previous press releases, public disclosures or public statements made jointly by the parties or otherwise a Party in compliance with this Section 5.2; 7.09, (bii) restrict any disclosure of any information consistent with (and that does not contain any information not already included in) previous press releases, public disclosures or public statements made by a party may, without complying Party in compliance with the foregoing obligations, after consultation this Section 7.09 or (iii) require Sailfish to consult with the or obtain any approval from any other party, issue any such press release or make any such Party with respect to a Table of Contents public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations press release issued in connection with any press release, public statement or filing to be issued or made with respect to any Takeover the receipt and existence of a Competing Proposal (including any “stop, look, and listen” release) matters related thereto or a Company Adverse Change Recommendationof Recommendation other than as set forth in Section 7.05. Notwithstanding anything to the contrary in this Agreement (or anything in the Confidentiality Agreement to the contrary), nothing in this Agreement shall restrict the ability of Green Energy or any of its Affiliates from making customary disclosures to current or prospective general or limited partners, equity holders, members, managers and investors of Apple, Ride or their respective Affiliates in the ordinary course of their business, in each case, who are subject to customary confidentiality restrictions.

Public Statements. The parties Parties shall issue a joint consult with each other prior to issuing any press release, mutually acceptable public announcement or other public disclosure with respect to the Company Transaction Documents or the Transactions and Parentnone of the Contributor Parties or any of their respective Affiliates, promptly upon execution and delivery on one hand, nor Acquiror Parent or any of this Agreement. Each of Parent and its Affiliates, on the Company agrees thatother hand, from and after the date of this Agreement until the Effective Time, the parties shall not issue any press release or make any public statement concerning announcement or disclosure regarding the Transaction Documents or the Transactions without the prior approval of the other party’s prior consent. Notwithstanding Party; provided that for the foregoing: avoidance of doubt, such other Party for purposes of this Section 7.9 is the (a) a party mayAcquiror Parent and Acquiror, without complying with in the foregoing obligationscase of the Contributor Parties or any of their respective Affiliates (which approval shall not be unreasonably withheld, make any public statement in response to questions from the press, analysts, investors conditioned or those attending industry conferences, make internal announcements to employees delayed) and make disclosures in Company SEC Reports, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or otherwise in compliance with this Section 5.2; (b) a party maythe Contributor Parties, without complying with in the case of Acquiror Parent or any of its Affiliates (which approval shall not be unreasonably withheld, conditioned or delayed), except, in the case of each of the foregoing obligationsclauses (a) or (b), after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is as may be required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other any national securities exchange exchange, in which case the Party proposing to issue such press release or interdealer quotation service make such public statement or by disclosure shall first, to the request of any Governmental Authority; and (c) the Company need not comply extent practicable, consult with the foregoing obligations other Party about, and allow the other Party reasonable time to comment in connection with any advance on, such press release, public statement announcement, or filing to be issued disclosure; provided, however, that nothing in this Section 7.9 shall limit or restrict Acquiror Parent or any of its Affiliates from making any press or public announcements concerning this Agreement or the Transactions that consist solely of such information that is substantially consistent with information previously disclosed in previous press releases or announcements made by Acquiror Parent or any of its Subsidiaries in compliance with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change Recommendationthis Section 7.9.

Public Statements. The parties initial press release with respect to the execution of this Agreement shall issue be a joint press release, mutually acceptable release to be reasonably agreed upon by ▇▇▇▇▇▇ and the Company and Parent, promptly upon execution and delivery of this AgreementAcquired Companies. Each of Parent and the Company agrees thatAcquired Companies will not, from and after each of the date of foregoing will cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement until or the Effective Timetransactions contemplated hereby, the parties shall not issue any press release or make any public statement concerning the Transactions without the prior written approval of the Other Party; provided, however, that a Party or its Representatives may issue a public announcement or other party’s prior consent. Notwithstanding the foregoing: public disclosures (a) a party may, without complying with required by Law or the foregoing obligations, make rules of any public statement in response to questions from stock exchange upon which such Party’s or its parent entity’s capital stock is traded and (b) regarding this Agreement or the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent transactions contemplated hereby that such statements are is consistent with previous prior disclosure in press releases, public disclosures releases or public statements made jointly previously approved by the parties Other Party or otherwise made by either Party in compliance with this Section 5.26.1; (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) provided that such Party uses commercially reasonable efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure is required by applicable Law and provide reasonable comments regarding same; provided, further, that this Section 6.1 shall not be deemed to restrict in any manner the Acquired Companies’, Members’ Representative’s or by obligations pursuant Parent’s ability to any listing agreement with (i) disclose information concerning this Agreement or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations transactions contemplated hereby in connection with any press releasedispute between the Parties regarding this Agreement or the transactions contemplated hereby and (ii) communicate with its employees. Notwithstanding the foregoing, public statement or filing the Acquired Companies and Members’ Representative will be allowed to be issued or made with respect disclose the terms of this Agreement and the transactions contemplated hereby without the consent of Parent to any Takeover Proposal their respective members (including any “stopwho may disclose to their direct and indirect investors) the material terms of this Agreement and other types of information that are customary for private equity funds to provide their respective members, look, limited partners and listen” release) or a Company Adverse Change Recommendationpartners.

Public Statements. The parties initial press release with respect to the execution of this Agreement shall issue be a joint press release, mutually acceptable release to be reasonably agreed upon by Parent and the Company and Parent, promptly upon execution and delivery of this AgreementCompany. Each of Parent and the Company agrees thatwill not, from will cause their respective controlled Affiliates not to, and after will use their respective reasonable best efforts to cause their respective Representatives and non-controlled Affiliates (including directing them) not to, issue any public announcements or make other public disclosures regarding this Agreement or the date Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party uses reasonable best efforts to afford the Other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments regarding same, (b) a Party or its Representatives may issue any public announcement or make other public disclosure that is consistent with prior public announcements issued or public disclosures made in compliance with the second sentence of this Agreement until Section 6.7 without the Effective Timeprior written consent of the Other Party, (c) Parent, Merger Sub and their Affiliates may issue disclosures or communications to existing or prospective general or limited partners, equity holders, members, managers and investors of such Person or any Affiliates of such Person; provided, that in each case such disclosures or communications are made in the parties ordinary course of business and subject to customary confidentiality restrictions, and (d) the second sentence of this Section 6.7 shall not issue apply with respect to a public announcement in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or make any public statement concerning the Transactions without the other party’s prior consent. Notwithstanding the foregoing: (a) a party may, without complying with the foregoing obligations, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or otherwise in compliance with this Section 5.2; (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations in connection with any press release, public statement or filing to be issued or made with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change RecommendationRecommendation made in accordance with Section 6.4.

Public Statements. The parties shall issue a joint press releaseSo long as this Agreement is in effect, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees thatshall not, from and after the date of this Agreement until the Effective Time, the parties shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement concerning with respect to the Transactions without the prior written consent of the other party’s (which consent shall not be unreasonably withheld, conditioned or delayed) and shall consult with each other prior consent. Notwithstanding to issuing any press release or otherwise making any public statement with respect to the foregoing: Transactions and provide to each other for review an advance copy of any such press release or statement, except (a) a as may be required by applicable Law, in which case the party mayrequired to make the release or announcement shall use its reasonable best efforts to allow the other reasonable time to comment on such release or announcement in advance of such issuance, without complying (b) with respect to any press release or other public statement by the foregoing obligationsCompany expressly permitted by Section 7.8, (c) with respect to any press releases or other public statements by Parent or Merger Sub in response to any public announcement permitted by clause (b) hereof, or (d) each party may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC ReportsDocuments, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or and otherwise in compliance with this Section 5.2; 7.4. Each of the parties hereto agrees that, promptly following execution of this Agreement, (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (ci) the Company need not comply with the foregoing obligations in connection with any and Parent shall issue an initial joint press release, public statement or filing to be issued or made release with respect to any Takeover Proposal the Transactions, in a form mutually agreed to by the Company and Parent, (including any “stop, look, ii) the Company shall (1) file a current report on Form 8-K with the SEC attaching such initial press release and listen” copy of this Agreement as exhibits and (2) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching such initial press release and (iii) Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching such initial press release) or a Company Adverse Change Recommendation.

Public Statements. The parties shall issue a joint press releaseSo long as this Agreement is in effect, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees thatshall not, from and after the date of this Agreement until the Effective Time, the parties shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement concerning with respect to the Transactions without the prior written consent of the other party’s (which consent shall not be unreasonably withheld, conditioned or delayed) and shall consult with each other prior consent. Notwithstanding to issuing any press release or otherwise making any public statement with respect to the foregoing: Transactions and provide to each other for review an advance copy of any such press release or statement, except (a) a as may be required by applicable Law, court process or the rules and regulation of Nasdaq, as applicable, in which case the party mayrequired to make the release or announcement shall use its reasonable best efforts to allow the other reasonable time to comment on such release or announcement in advance of such issuance, without complying (b) with respect to any press release or other public statement by the foregoing obligationsCompany expressly permitted by Section 7.8, (c) with respect to any press releases or other public statements by Parent or Merger Sub in response to any public announcement permitted by clause (b) hereof, or (d) each party may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC ReportsDocuments, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or and otherwise in compliance with this Section 5.2; 7.4. Each of the parties hereto agrees that, promptly following execution of this Agreement, (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (ci) the Company need not comply with the foregoing obligations in connection with any and Parent shall issue an initial joint press release, public statement or filing to be issued or made release with respect to any Takeover Proposal the Transactions, in a form mutually agreed to by the Company and Parent, (including any “stop, look, ii) the Company shall (1) file a current report on Form 8-K with the SEC attaching such initial press release and listen” copy of this Agreement as exhibits and (2) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching such initial press release and (iii) Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching such initial press release) or a Company Adverse Change Recommendation.

Public Statements. The parties shall issue a joint press releaseSo long as this Agreement is in effect, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees thatshall not, from and after the date of this Agreement until the Effective Time, the parties shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement concerning with respect to the Transactions without the prior written consent of the other party’s (which consent shall not be unreasonably withheld, conditioned or delayed) and shall consult with each other prior consent. Notwithstanding to issuing any press release or otherwise making any public statement with respect to the foregoing: Transactions and provide to each other for review an advance copy of any such press release or statement, except (a) as may be required by applicable Law, court process or the rules and regulations of any stock exchange on which such party’s securities (or those of any of a party’s Affiliates) are listed, as applicable, in which case the party may, without complying required to make the release or announcement shall use its reasonable best efforts to allow the other reasonable time to comment on such release or announcement in advance of such issuance; (b) with respect to any press release or other public statement by the foregoing obligations, make Company expressly permitted by Section 6.9; (c) with respect to any press releases or other public statements by Parent or Merger Sub in response to any public statement announcement permitted by clause (b) hereof and (d) each party may make (i) any public statement, including in response to questions from the press, analysts, investors or those attending industry conferences, make ; (ii) internal announcements to employees and make (subject to Section 6.3(i), in the case of announcements by the Company) or (iii) disclosures in Company SEC ReportsDocuments, in each case, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or previously approved by the other parties and otherwise in compliance with this Section 5.2; 6.5. Each of the parties agrees that, promptly following execution of this Agreement, (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c1) the Company need not comply with the foregoing obligations in connection with any and Parent shall issue an initial joint press release, public statement or filing to be issued or made release with respect to any Takeover Proposal the Transactions, in a form mutually agreed to by the Company and Parent and (including any “stop, look, 2) the Company shall file a current report on Form 8-K with the SEC attaching such initial press release and listen” release) or a Company Adverse Change Recommendationcopy of this Agreement as exhibits.

Public Statements. The parties shall issue a joint Except for any press release, mutually acceptable to the release issued collectively by Purchaser and Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees that, from and after on the date of this Agreement until the Effective TimeAgreement, the parties shall not issue any press release subject to Section 7.10, and except if related to an Adverse Recommendation Change or make any public statement concerning the Transactions without the other party’s prior consent. Notwithstanding the foregoing: (a) a party may, without complying with the foregoing obligations, make any public statement in response to questions from the press, analysts, investors after an Adverse Recommendation Change has occurred or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or otherwise in compliance with this Section 5.2; (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is as required by applicable Law or by obligations pursuant the rules and regulations of any stock exchange upon which the securities of Purchaser, Company Parent, the Company or any of their respective Affiliates are traded, no press release or other public announcement, statement or comment in response to any listing agreement with inquiry relating to the transactions contemplated by this Agreement shall be issued, made or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations in connection with any press release, public statement or filing permitted to be issued or made by any party to this Agreement or any of its Affiliates or Representatives without the prior written consent of Purchaser, on the one hand, or Company Parent, on the other hand; provided, however, that consent shall not be required for any (a) press release or other public announcement, statement or comment the substance of which is consistent in all material respects with respect the substance of any previous press release or other public announcement, statement or comment made in accordance with this Section 7.06, (b) disclosure by an Eligible Holder or its Affiliates that is not an individual in the ordinary course to any Takeover Proposal its respective prospective and current limited partners (including any “stop, look, and listen” releaseor their equivalent) or advisors, under binding obligations of confidentiality, general information regarding the subject matter of this Agreement and the transactions contemplated hereby, including, in respect of any of the Company’s or its Equityholders’ Affiliates, the performance of such Affiliate’s investment in the Company on a confidential basis, (c) disclosure as required by Law or rules and regulations applicable to the Company, Company Adverse Change RecommendationParent or their respective Affiliates of any national securities exchange or any Governmental Authority and (d) customary tombstone advertisements by Purchaser or its Affiliates that do not include price or other transaction terms.

Public Statements. The parties initial press release with respect to the execution of this Agreement and the Transactions shall issue be a joint press release, mutually acceptable release to be in the form agreed upon by Parent and the Company prior to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of (i) Parent and the Company agrees thatwill not, from and after each of the date foregoing will cause its Subsidiaries and its and their respective directors, officers and employees not to and use reasonable best efforts to cause its other Representatives and, in the case of the Company, the Managed Professional Corporations and its or their Representatives not to, issue any public announcements or statement or make other public disclosures regarding this Agreement or the Transactions, without the prior written consent of the Other Party (such consent not to be unreasonably withheld, conditioned or delayed), and (ii) the Company will not, and will cause its Subsidiaries and its and their respective directors, officers and employees not to and use reasonable best efforts to cause its other Representatives and, in the case of the Company, the Managed Professional Corporations and its or their Representatives not to, make any announcements, statements or disclosures regarding this Agreement or the Transactions to the without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) a Party or its Representatives may issue a public announcement or statement or other public disclosures required by Law or the rules of any stock exchange upon which such Party’s or its parent entity’s capital stock is traded; provided that such Party, to the extent permitted by applicable Law, uses reasonable best efforts to afford the Other Party with a reasonable opportunity to review and to propose comments on the contents of the proposed disclosure and to propose comments thereto, which comments the Other Party shall consider in good faith and shall incorporate if reasonable, (b) a Party or its Representatives may issue any public announcement or statement or make other public disclosure (or in the case of the Company, the Managed Professional Corporations or their respective Representatives, any announcements, statements or disclosures of the type described in clause (ii)) that is consistent with prior public announcements or statements issued or public disclosures (or in the case of the Company, the Managed Professional Corporations or their respective Representatives, any announcements, statements or disclosures of the type described in clause (ii)) made in compliance with the second sentence of this Agreement until Section 6.8 without the Effective Timeprior written consent of the Other Party, (c) Parent, Merger Sub and their Affiliates may issue disclosures or communications to existing or prospective general or limited partners, equity holders, members, managers or investors of such Person or any Affiliates of such Person, provided, in each case such disclosures or communications are made subject to customary confidentiality restrictions, (d) the parties second sentence of this Section 6.8 shall not issue apply with respect to a public announcement made in compliance with Section 6.4 in connection with the receipt and existence of a Company Acquisition Proposal and the publication of any press release or make any public statement concerning the Transactions without the other party’s prior consent. Notwithstanding the foregoing: (a) announcement with respect to a party may, without complying with the foregoing obligations, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent that such statements are consistent with previous press releases, public disclosures or public statements Change of Recommendation made jointly by the parties or otherwise in compliance with this Section 5.2; (b) a party may6.4, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (ce) the Company need not comply with the foregoing obligations Parent and any debt financing sources may make customary announcements and communications in connection with the arrangement of any press release, public statement or filing to be issued or made with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change Recommendationdebt financing.

Public Statements. The parties shall issue a joint press release, mutually acceptable (a) Prior to the Company and ParentClosing, promptly upon execution and delivery of this Agreement. Each of Parent and (i) neither the Company agrees thatnor the Seller shall, from and after such Persons shall cause their respective Representatives not to, without the date prior written approval of this Agreement until the Effective TimePurchaser, and (ii) the parties Purchaser shall not, and shall cause its Representatives not issue to, without the prior written approval of the Company, and (b) following the Closing, (i) the Seller shall not, and shall cause its Representatives not to, without the prior written approval of the Purchaser, and (ii) neither the Purchaser nor the Company shall, and such Persons shall cause their respective Representatives not to, without the prior written approval of the Seller, in each case, (1) make any press release or make any other public statement announcement concerning the Transactions without the other party’s prior consent. Notwithstanding the foregoing: (a) a party maytransactions contemplated by this Agreement, without complying with the foregoing obligations, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, except to the extent required by Law (including securities Laws of any jurisdiction and rules and regulations of any applicable securities exchange), in which case the other party will be so advised as far in advance as possible and will be given an opportunity to comment on such release or announcement, or (2) disclose the Purchase Price, the approximate amount of the Purchase Price, any other financial information from which the approximate amount of the Purchase Price may be determined, or disclose any of the other essential terms of this Agreement except as required by Law (including securities Laws of any jurisdiction and rules and regulations of any applicable securities exchange) or required for financial reporting purposes and except that the parties (or their respective Affiliates) may disclose such statements are terms to their respective employees, accountants, advisors and other Representatives or their respective past, present or prospective financing sources or other investors as is reasonably consistent with previous press releasesthe ordinary conduct of their respective businesses (so long as such Persons are informed of the confidential nature of such Confidential Information and agree to or are bound by contract or ethical rules to keep the terms of this Agreement and such information confidential on terms substantially similar to the terms that applied immediately prior to the Closing to CACI International Inc, public disclosures or public statements made jointly by on behalf of itself and its subsidiaries, under the parties or otherwise in compliance with this Section 5.2; (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply with the foregoing obligations in connection with any press release, public statement or filing to be issued or made with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change RecommendationConfidentiality Agreement).

Public Statements. The parties Parties shall issue a joint consult with each other prior to issuing any press release, mutually acceptable public announcement or other public disclosure with respect to the Transaction Documents or the Transactions and none of the Company and Group, the Stockholder Representative or any of their respective Affiliates, on the one hand, nor the Parent, promptly upon execution and delivery the Merger Sub or any of this Agreement. Each of Parent and their respective Affiliates, on the Company agrees thatother hand, from and after the date of this Agreement until the Effective Time, the parties shall not issue any press release or make any public statement concerning announcement or disclosure regarding the Transaction Documents or the Transactions without the prior approval of the other party’s prior consent. Notwithstanding Party which approval shall not be unreasonably conditioned, withheld, delayed or denied; provided, that for the foregoing: avoidance of doubt, such other Party from whom such approval must be obtained for purposes of this Section 5.8 is the (a) a party maythe Parent or the Merger Sub, without complying with in the foregoing obligations, make case of any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent that such statements are consistent with previous press releasesrelease, public disclosures announcement or other public statements made jointly disclosure by the parties Company Group, the Stockholder Representative or otherwise in compliance with this Section 5.2; any of their respective Affiliates, and (b) a party maythe Stockholder Representative, without complying in the case of the Parent, the Merger Sub or any of their respective Affiliates, except as may be required to comply with any applicable Law (including, for the foregoing obligationsavoidance of doubt, after consultation with any applicable securities Laws or SEC rules or requirements) or the other partyrules of any securities exchange on which shares of capital stock of the Parent may be listed, in which case the Party proposing to issue any such press release or make any such public announcement statement or statement where disclosure shall use its commercially reasonable efforts, consistent with such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (c) the Company need not comply rule, to consult with the foregoing obligations in connection other Party with any respect to the text thereof prior to making such press release, public statement announcement, or filing to be issued or made with respect to any Takeover Proposal (including any “stop, look, and listen” release) or a Company Adverse Change Recommendationdisclosure.

Public Statements. The parties shall issue a joint press releaseSo long as this Agreement is in effect, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees that, from and after the date of this Agreement until the Effective Time, the parties shall not issue any press release or make any public statement concerning with respect to the Transactions without the prior written consent of the other party’s (which consent shall not be unreasonably withheld, conditioned or delayed) and shall consult with each other prior consent. Notwithstanding to issuing any press release or otherwise making any public statement with respect to the foregoing: Transactions and provide to each other for review an advance copy of any such press release or statement, except (a) a as may be required by applicable Law or any requirements of NASDAQ or the Tokyo Stock Exchange, in which case the party mayrequired to make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance, without complying (b) with respect to any press release or other public statement by the foregoing obligationsCompany expressly permitted by Section 7.8, (c) with respect to any press releases or other public statements by Parent, Merger Sub or the Company in response to any public announcement permitted by clause (b) hereof, or (d) each party may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or and otherwise in compliance with this Section 5.2; Section. Each of the parties hereto agrees that, promptly following execution of this Agreement, (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (ci) the Company need not comply with the foregoing obligations in connection with any and Parent shall issue an initial joint press release, public statement or filing to be issued or made release with respect to any Takeover Proposal the Transactions, in a form mutually agreed to by the Company and Parent, (including any “stop, look, ii) the Company shall (A) file a current report on Form 8-K with the SEC attaching such initial press release and listen” copy of this Agreement as exhibits and (B) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching such initial press release and (iii) Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching such initial press release) or a Company Adverse Change Recommendation.

Public Statements. The parties shall issue a joint press releaseSo long as this Agreement is in effect, mutually acceptable to the Company and Parent, promptly upon execution and delivery of this Agreement. Each of Parent and the Company agrees thatshall not, from and after the date of this Agreement until the Effective Time, the parties shall not permit any of their respective Subsidiaries or Representatives to, issue any press release or make any public statement concerning with respect to the Transactions without the prior written consent of the other party’s (which consent shall not be unreasonably withheld, conditioned or delayed) and shall consult with each other prior consent. Notwithstanding to issuing any press release or otherwise making any public statement with respect to the foregoing: Transactions and provide to each other for review an advance copy of any such press release or statement, except (a) a as may be required by applicable Law or any requirements of NASDAQ or the Tokyo Stock Exchange, in which case the party mayrequired to make the release or announcement shall use its reasonable best efforts to allow the other reasonable time to comment on such release or announcement in advance of such issuance, without complying (b) with respect to any press release or other public statement by the foregoing obligationsCompany expressly permitted by Section 7.8, (c) with respect to any press releases or other public statements by Parent or Merger Sub in response to any public announcement permitted by clause (b) hereof, or (d) each party may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC ReportsDocuments, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties or and otherwise in compliance with this Section 5.2; 7.4. Each of the parties hereto agrees that, promptly following execution of this Agreement, (b) a party may, without complying with the foregoing obligations, after consultation with the other party, issue any such press release or make any such public announcement or statement where such party shall have determined in good faith (after consultation with its outside legal counsel) that such disclosure is required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or other national securities exchange or interdealer quotation service or by the request of any Governmental Authority; and (ci) the Company need not comply with the foregoing obligations in connection with any and Parent shall issue an initial joint press release, public statement or filing to be issued or made release with respect to any Takeover Proposal the Transactions, in a form mutually agreed to by the Company and Parent, (including any “stop, look, ii) the Company shall (1) file a current report on Form 8-K with the SEC attaching such initial press release and listen” copy of this Agreement as exhibits and (2) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching such initial press release and (iii) Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching such initial press release) or a Company Adverse Change Recommendation.