Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to which Parent is subject, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli or any other applicable stock United States securities exchange or regulatory or Governmental Authority to which Parent the relevant party, or a controlling shareholder thereof, is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 ‎Section 7.7 shall not apply to any release or announcement made or proposed to be made by any party with respect the Company pursuant to ‎Section 5.3 or following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementChange. Notwithstanding the foregoing, (a) without prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to the extent the content of any material included in a press release or other announcement has been document previously approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content for public distribution by the other party. Each party agrees to promptly make available to the extent replicated in whole or in part in other parties copies of any subsequent press release or other written public announcement, and (b) each party may, communications made without complying prior consultation with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing with respect to the execution and delivery of this Agreement shall be in a form mutually joint press release to be reasonably agreed to upon by the Company and Parent and shall be issued as promptly as practicable following the execution Company. None of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 6.6 shall not apply to any release or announcement made or proposed to be made by any party the Company in connection with respect to an Acquisition Proposal, a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Superior Proposal.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing to be issued with respect to the execution and delivery of this Agreement Transactions shall be in a the form mutually heretofore agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreementparties. So long as this Agreement is in effectThereafter, neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or shall cause permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to which Parent is subjectNYSE, as applicable, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change the matters addressed in Sections 6.2 or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactions.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates Subsidiaries or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange the Tokyo Stock Exchange or Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 7.6 shall not apply to any release or announcement made or proposed to be made by any party with respect the Company pursuant to Section 7.3 or following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Change.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither Neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or shall cause permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to which Parent is subjectNYSE, as applicable, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 6.3 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change the matters addressed in Section 5.2 or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange ActSection 5.3; provided, further, provided further that the parties shall not be required by this Section 7.4 6.3 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.46.3, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, announcement and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.46.3, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactions.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing the execution and delivery of concerning this Agreement shall and the Transactions will be in a form mutually agreed joint press release reasonably acceptable to by the Company and Parent and shall be issued as promptly as practicable following (the execution of this Agreement“Announcement”). So long as this Agreement is in effectThereafter, neither the CompanyCompany (other than any communication principally related to a Company Board Recommendation Change), on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to which Parent is subject, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on become public, in any such release or announcement in advance of such issuance (it being understood case to the extent relating to the Transactions, except that the final form and content of any Company will not be obligated to engage in 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); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(fcommunications that are (i) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 applicable law, regulation or stock exchange rule or listing agreement; (ii) principally directed to provide employees, suppliers, customers, partners or vendors so long as such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying communications are consistent with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); or (iii) principally related to a Superior Proposal or Company Board Recommendation Change. Notwithstanding the foregoing, and otherwise in compliance with this Section 7.46.14 shall not apply to any press release or other public statement made by the Company or Parent (x) that is consistent with the Announcement and the terms of this Agreement and does not contain any information relating to the Company or Parent that has not been previously announce or made public in accordance with the terms of this Agreement or (y) is made in the ordinary course of business and does not relate specifically to the signing of this Agreement or the Transactions.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli or any other applicable stock United States securities exchange or regulatory or Governmental Authority to which Parent the relevant party, is subjectsubject 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 a reasonable opportunity 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); provided. Notwithstanding the foregoing,(i) without prior consent of the other party, howevereach of Parent and the Company may disseminate material substantially similar to material included in a press release or other document previously approved for public distribution by the other party, that and (ii) the restrictions set forth in this Section 7.4 foregoing shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with announcement or disclosure by the foregoing obligations, make Company of any public statement regarding information concerning any Company Acquisition Proposal or this Agreement or the transactions contemplated hereby by this Agreement in response connection with or following a Company Board Recommendation Change. Each party agrees to questions from promptly make available to the press, analysts, investors or those attending industry conferences, make internal announcements to employees and other parties copies of any documents, reports, statements forms or other filings required to be written public communications made by Parent or the Company without prior consultation with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the other parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither Neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to on which Parent is subjectmay be listed, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 6.8 shall not apply to any release or announcement made or proposed to be made by any party the Company with respect to a Company Board Recommendation Change or in connection with an Acquisition Proposal or the matters addressed in Section 6.1. The parties agree that the initial press release to any “stop, look and listen” communication be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreementparties. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.46.8, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, case to the extent that such statements substantially reiterate and are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.46.8, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither Neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or shall cause permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to which Parent is subjectNYSE, as applicable, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 6.3 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change the matters addressed in Sections 5.2 or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act5.3; provided, further, provided further that the parties shall not be required by this Section 7.4 6.3 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.46.3, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.46.3, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactions.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Subsidiaries, Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ a national securities exchange or any other applicable stock exchange Governmental Authority to which Parent the relevant party is subjectsubject or submits, wherever situated, in which case the party required to make the release or announcement shall use its commercially reasonable best efforts to allow the other party or parties hereto a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 7.5 shall not apply to any release or announcement made or proposed to be made by any party with respect to the Company following a Company Board Recommendation Change Change. In addition, nothing herein shall preclude communication or disclosures necessary to any “stopimplement the provisions of this Agreement, look and listen” communication by the Company Board and Parent and their respective Affiliates may make such disclosures as they may consider necessary in order to satisfy their legal or any committee thereof contractual obligations to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; providedlenders, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analystsshareholders, investors or those attending industry conferencesother interested parties, make internal announcements to employees and any documents, reports, statements forms or other for purposes of making the Company’s or Parent’s filings required to be made by Parent or the Company with the SECSEC on forms 10-Q, in each case10-K or 8-K or any regularly scheduled earnings call conducted by such party, to without the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by prior written consent of the parties or approved by the parties, and otherwise in compliance with this Section 7.4other party.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing with respect to the execution and delivery of this Agreement shall be in a form mutually joint press release to be reasonably agreed to upon by the Company and Parent and shall be issued as promptly as practicable following the execution Company. None of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 7.6 shall not apply to any release or announcement made or proposed to be made by any party with respect the Company pursuant to Section 7.3 or following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Change.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing the execution and delivery of relating to this Agreement shall be in a form mutually joint press release, the text of which shall be agreed to by the Company and both Parent and shall be issued as promptly as practicable following the execution Company. Thereafter, none of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules by obligations pursuant to any listing agreement with any applicable securities exchange or regulations of NASDAQ regulatory or any other applicable stock exchange Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity 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)issuance; provided, however, provided that the restrictions set forth in this Section 7.4 6.7 shall not apply to (i) any release or announcement made or proposed to be made by any party with respect to the Company following a Company Board Recommendation Change, (ii) any release or announcement made or proposed to be made by Parent following a Parent Board Recommendation Change or (iii) any filing to any “stop, look and listen” communication be made by the Company Board or any committee thereof to the Company Stockholders a party pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, may make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate (and are not inconsistent with with) previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.46.7.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither Neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, or any of their respective Affiliates, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement or disclosure concerning this Agreement or the transactions contemplated by this Agreement Merger without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), except as such release release, announcement or announcement is disclosure may, after consultation with outside counsel, be required by applicable Law law or the rules or regulations of NASDAQ any applicable securities exchange or any other applicable stock exchange regulatory or Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 5.14 shall not apply to any release release, announcement or announcement disclosure made or proposed to be made by any party with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under Section 4.3. The Company and Parent have agreed upon the Exchange Act; provided, further, that form of a joint press release announcing the parties shall not be required by this Section 7.4 to provide such opportunity to comment to Merger and the other party in the event execution of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing the execution and delivery of relating to this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreementjoint press release. So Thereafter, so long as this Agreement is in effect, neither the Company, on the one hand, nor Parent and Merger Sub, on the other one hand, and the Company, on the other, shall issue (or not, and shall cause its their respective controlled Affiliates or Representatives to issue) not to, issue any public press release or make any public announcement concerning statement with respect to the Merger or this Agreement without providing the other party with a reasonable opportunity where practicable to review and provide comments to such press release or public statement (and the transactions contemplated issuing party shall consider in good faith the comments provided by this Agreement the other party), and shall not issue any such press release or make any such public statement without the prior written consent of the other party except (which consent shall not a) as may be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or governmental body to which Parent the relevant party is subject, in which case case, to the extent permitted by applicable Law and practicable under the circumstances, the party required proposing to make the issue such press release or make such public announcement shall use its reasonable best efforts to allow consult in good faith with the other party or parties hereto a reasonable opportunity to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of before making any such release or public announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party (b) with respect to any press release, filing, disclosure or other public statement by the Company permitted by Section 5.3 (including to announce a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this in accordance with Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing5.3), (ac) to the extent the content of statements consistent in all material respects with any press release release, filing disclosure or other announcement has been approved and public statements previously made in accordance with this Section 7.46.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other (d) public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement statements regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make and internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, to the extent that such statements substantially reiterate and are not inconsistent consistent in all material respects with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.46.4, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing with respect to the execution and delivery of this Agreement shall be in a form mutually joint press release reasonably agreed to upon by Parent and the Company and Parent and shall be issued as promptly as practicable following prior to the execution Agreement Date. None of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity time to comment on such release or announcement in advance of such issuance and shall give due consideration to such comments (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 reasonable discretion of the disclosing party); provided, however, provided that the restrictions set forth in this Section 7.4 6.6 shall not apply to any release or announcement made or proposed to be made by any party the Company or Parent in connection with respect to an Acquisition Proposal, a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Superior Proposal.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Subsidiaries, Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ NASDAQ, the Tokyo Stock Exchange or any other applicable stock exchange Governmental Authority to which Parent the relevant party is subjectsubject 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 a the reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 7.6 shall not apply to any release or announcement made or proposed to be made by any party with respect to the Company following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Change.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither Neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make Table of Contents any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to on which Parent is subjectmay be listed, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 5.8 shall not apply to any release or announcement made or proposed to be made by any party the Company with respect to a Company Board Recommendation Change or in connection with an Acquisition Proposal or the matters addressed in Section 5.1. The parties agree that the initial press release to any “stop, look and listen” communication be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreementparties. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.45.8, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, case to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.45.8, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither Neither the Company, on the one hand, nor Parent and or Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ the OTCQB or any other applicable stock exchange to which Parent is subjector stock market, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 5.7 shall not apply to any release or announcement made or proposed to be made by any party the Company in compliance with Section 5.3(e). The parties agree that the initial press release to be issued with respect to a Company Board Recommendation Change or the transactions contemplated by this Agreement shall be in the form heretofore agreed to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreementparties. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.45.7, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, announcement and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, case to the extent that such statements substantially reiterate and are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.45.7 and provided that such public statements do not reveal Evaluation Material (as defined in the Confidentiality Agreement) or material non-public information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli or any other applicable stock United States securities exchange or regulatory or Governmental Authority to which Parent the relevant party, or a controlling shareholder thereof, is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 7.7 shall not apply to any release or announcement made or proposed to be made by any party with respect the Company pursuant to Section 5.3 or following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementChange. Notwithstanding the foregoing, (a) without prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to the extent the content of any material included in a press release or other announcement has been document previously approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content for public distribution by the other party. Each party agrees to promptly make available to the extent replicated in whole or in part in other parties copies of any subsequent press release or other written public announcement, and (b) each party may, communications made without complying prior consultation with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing with respect to the execution and delivery of this Agreement shall be in a form mutually joint press release to be reasonably agreed to upon by the Company and Parent and shall be issued as promptly as practicable following the execution Company. None of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 7.5 shall not apply to any release or announcement made or proposed to be made by any party with respect to the Company following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Change.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor Parent and Merger Sub, on the other one hand, and the Company, on the other, shall issue (or not, and shall cause its their respective controlled Affiliates or Representatives to issue) not to, issue any public press release or make any public announcement concerning this Agreement statement with respect to the Merger or the transactions contemplated by this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or governmental body to which Parent the relevant party is subject, in which case case, to the extent permitted by applicable Law and practicable under the circumstances, the party required proposing to make the issue such press release or make such public announcement shall use its reasonable best efforts to allow consult in good faith with the other party or parties hereto a reasonable opportunity to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of before making any such release or public announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party (b) with respect to any press release or other public statement by the Company permitted by Section 5.3 (including to announce a Company Board Recommendation Change in accordance with Section 5.3) or to any “stop, look and listen” communication otherwise made by the Company from and after any Company Board Recommendation Change or (c) statements consistent in all material respects with any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; providedrelease, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release disclosure or other announcement has been approved and public statements previously made in accordance with this Section 7.46.3, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (bd) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.46.3, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall be a joint release of, and shall not be issued prior to the approval of each of, the Company and Parent (which approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary set forth in this Agreement, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates or Representatives from making customary announcements and communications in connection with the arrangement and consummation of the Debt Financing; provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor Parent and Merger Sub, on the other one hand, and the Company, on the other, shall issue (or not, and shall cause its their respective controlled Affiliates or Representatives to issue) not to, issue any public press release or make any public announcement concerning this Agreement statement with respect to the Merger, the Offer or the transactions contemplated by this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or governmental body to which Parent the relevant party is subject, in which case case, to the extent permitted by applicable Law and practicable under the circumstances, the party required proposing to make the issue such press release or make such public announcement shall use its reasonable best efforts to allow consult in good faith with the other party before making any such public announcement, (b) with respect to any press release, filing, disclosure or parties hereto other public statement by the Company expressly permitted by Section 6.3 (including to announce a reasonable opportunity Company Board Recommendation Change in accordance with Section 6.3) but subject to comment on such release or announcement compliance in advance of such issuance all respect with Section 6.3 (it being understood that understood, for the final form and content avoidance 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); provided, howeverdoubt, that the restrictions set forth nothing in this Section 7.4 shall not apply to any release limit the Company’s obligations under Section 6.2 or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing6.3), (ac) to the extent the content of statements consistent with any press release release, filing disclosure or other announcement has been approved and public statements previously made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole 7.4 or in part in any subsequent press release or other (d) public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement statements regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent in form and substance with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby. Prior to making any written (or prepared broad-based) communications to the officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by this Agreement or compensation or benefits that are payable or to be provided following the Effective Time, the Company shall provide Parent with a copy of the intended communication (or written summary of any prepared broad-based oral communication) and the Company shall provide Parent a reasonable period of time to review and comment on the communication, and the Company shall consider any timely comments in good faith.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli or any other applicable stock United States securities exchange or regulatory or Governmental Authority to which Parent the relevant party, is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 7.7 shall not apply to any release or announcement made or proposed to be made by any party with respect the Company pursuant to Section 5.3 or following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementChange. Notwithstanding the foregoing, (a) without prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to the extent the content of any material included in a press release or other announcement has been document previously approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content for public distribution by the other party. Each party agrees to promptly make available to the extent replicated in whole or in part in other parties copies of any subsequent press release or other written public announcement, and (b) each party may, communications made without complying prior consultation with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor Parent and Merger Sub, on the other one hand, and the Company, on the other, shall issue (or not, and shall cause its their respective controlled Affiliates or Representatives to issue) not to, issue any public press release or make any public announcement concerning this Agreement statement with respect to the Merger, the Offer or the transactions contemplated by this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or governmental body to which Parent the relevant party is subject, in which case case, to the extent permitted by applicable Law and practicable under the circumstances, the party required proposing to make the issue such press release or make such public announcement shall use its reasonable best efforts to allow consult in good faith with the other party or parties hereto a reasonable opportunity to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of before making any such release or public announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party (b) with respect to any press release, filing, disclosure or other public statement by the Company permitted by Section 6.3 (including to announce a Company Board Recommendation Change or to in accordance with Section 6.3) and any “stop, look and listen” communication response by the Company Board Parent or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingits Affiliates thereto, (ac) to the extent the content of statements consistent in all material respects with any press release release, filing disclosure or other announcement has been approved and public statements previously made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other (d) public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement statements regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make and internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, to the extent that such statements substantially reiterate and are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli or any other applicable stock United States securities exchange or regulatory or Governmental Authority to which Parent the relevant party, or an Affiliate thereof, is subjectsubject or submits, wherever situated, in which case the party required to make the release or announcement shall use its commercial reasonable best efforts to allow the other party or parties hereto a reasonable opportunity time to comment on such release or announcement in advance of such issuance (it being understood that (i) 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 partyparty and (ii) a copy of this Agreement will be filed with the SEC); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) nothing in this ‎Section 7.7 shall limit the Company’s or the Company Board’s rights to make public statements about its actions in accordance with ‎Section 5.2, ‎Section 5.3 and ‎Section 9.1 without prior consultation, (b) the extent Company will no longer be required to consult with Parent, and Parent will no longer be required to consult with the content of Company, in connection with any such press release or other announcement public statement if the Company Board has been approved made any Company Board Recommendation Change and made in accordance with (c) the requirements of this Section 7.4, no separate approval 7.7 shall be required in respect not apply to any disclosure by the Company or Parent of such content to the extent replicated in whole any information concerning this Agreement or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from connection with any dispute between the pressparties regarding this Agreement, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent the Merger or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly other transactions contemplated by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Agreement.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli or any other applicable stock United States securities exchange or regulatory or Governmental Authority to which Parent the relevant party, is subjectsubject 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 a reasonable opportunity 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); party); provided, however, that the restrictions set forth in this Section 7.4 7.7 shall not apply to any release or announcement made or proposed to be made by any party with respect the Company pursuant to Section 5.3 or following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementChange. Notwithstanding the foregoing, (a) without prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to the extent the content of any material included in a press release or other announcement has been document previously approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content for public distribution by the other party. Each party agrees to promptly make available to the extent replicated in whole or in part in other parties copies of any subsequent press release or other written public announcement, and (b) each party may, communications made without complying prior consultation with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing with respect to the execution and delivery of this Agreement shall be in a form mutually joint press release to be reasonably agreed to upon by the Company and Parent and shall be issued as promptly as practicable following the execution Company. None of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect the Company pursuant to Section 7.3(a) or following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Change.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue shall, to the extent reasonably practicable, consult with the other prior to issuing (or shall cause causing or permitting its Affiliates or Representatives to issue) any public release or make any public announcement (including by scheduling any press conference or conference call with investors or analysts) concerning this Agreement or the transactions contemplated by this Agreement Agreement, and shall not issue any such press release or otherwise make any such public announcement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to on which Parent is subjectmay be listed, in which case the party required to make the release or announcement shall use its commercially reasonable best efforts to allow the other party or parties hereto a reasonable opportunity (taking into account the circumstances) 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); provided, however, that the restrictions set forth in this Section 7.4 5.7 shall not apply to any release or announcement made or proposed to be made by any party the Company in compliance with Section 5.3(g). The parties agree that the initial press release to be issued with respect to a Company Board Recommendation Change or the transactions contemplated by this Agreement shall be in the form heretofore agreed to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreementparties. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.45.7, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, announcement and (b) each party may, without complying to the extent it has reasonably attempted to coordinate with the foregoing obligationsother party, where practicable, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, case to the extent that such statements substantially reiterate and are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.45.7 and provided that such public statements do not reveal material non-public information regarding this Agreement or the transactions contemplated hereby.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli, United States or any other applicable stock Japan securities exchange or regulatory or Governmental Authority to which Parent the relevant party, or an Affiliate thereof, is subjectsubject or submits, wherever situated, in which case the party required to make the release or announcement shall use its commercial reasonable best efforts to allow the other party or parties hereto a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 Company shall not apply be permitted (without consulting with Parent) to any release or announcement made or proposed make such statements and announcements to its employees as the Company shall deem to be made by any party with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreementreasonably necessary. Notwithstanding the foregoing, (a) nothing in this Section 7.7 shall limit the Company’s or the Company Board’s rights to make public statements about its actions under Section 5.2, Section 5.3 and Section 9.1 without prior consultation, (b) the extent Company will no longer be required to consult with Parent, and Parent will no longer be required to consult with the content of Company, in connection with any such press release or other announcement public statement if the Company Board has been approved made any Company Board Recommendation Change or shall have resolved to do so and made in accordance with (c) the requirements of this Section 7.4, no separate approval 7.6 shall be required in respect not apply to any disclosure by the Company or Parent of such content to the extent replicated in whole any information concerning this Agreement or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from connection with any dispute between the pressparties regarding this Agreement, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent the Merger or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly other transactions contemplated by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Agreement.

Public Statements and Disclosure. The parties hereto agree that the each party shall issue an initial press release announcing with respect to the execution and delivery of this Agreement shall be Transactions in a the form mutually heretofore agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreementparties. So long as this Agreement is in effectThereafter, neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or shall and each of Parent and the Company will cause its their respective Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other party or parties (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, except as (a) a party may issue such a release or announcement as is required by applicable Law or the rules or regulations of NASDAQ NYSE or any other applicable stock exchange to which Parent is subjectTokyo Stock Exchange, in which case the party required to make the such a release or announcement shall use its commercially reasonable best efforts to allow the other party or parties hereto a reasonable opportunity 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); provided, however, that (b) the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change the matters addressed in Section 6.2 or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(fSection 6.3; (c) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any ongoing, good faith and material dispute between the parties relating to this Agreement. Notwithstanding Agreement or the foregoing, Transactions; (ad) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, announcement and (be) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or previously approved by the parties, and otherwise in compliance with this Section 7.4, and provided that such public statements are made in the ordinary course of business and do not reveal material nonpublic information regarding this Agreement or the Transactions.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery None of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable securities exchange or any other applicable stock exchange regulatory or Governmental Authority to which Parent the relevant party is subjectsubject 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 5.13 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties 5.2 relating to this Agreementan Adverse Recommendation Change. Notwithstanding the foregoing, (a) without the prior consent of the other party, each of Parent and the Company may disseminate material substantially similar to the extent the content of any material included in a press release or other announcement has been document previously approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content for public distribution by the other party. Each party agrees to make promptly available to the extent replicated in whole or in part in other parties copies of any subsequent press release or other written public announcement, and (b) each party may, communications made without complying prior consultation with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither Neither the Company, on the one hand, nor Guarantor, Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) the publication of any public release or otherwise make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable national securities exchange (including Euronext Paris), national securities or any other applicable stock exchange interdealer quotation system or regulatory or Governmental Authority to which Parent the relevant Party is subjectsubject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its reasonable best good faith efforts to allow the other party Party or parties hereto a Parties, as the case may be, reasonable opportunity 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 partyParty); provided, however, that the restrictions set forth in this Section 7.4 6.5 shall not apply to any release or announcement (a) substantially similar in tone and substance with previous public releases or announcements jointly made by the Company and Guarantor or (b) made or proposed to be made by any party (i) the Company pursuant to Section 6.1(c)(i) or with respect to a Company Board Recommendation Change or (ii) Parent in connection with a response to any “stop, look and listen” communication the issuance by the Company Board of any release, announcement, statement, disclosure or any committee thereof communication of the type referred to in clause (i). Parent and the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, agree that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with announcing the execution of this Section 7.4, no separate approval Agreement shall be required in respect a joint release of such content to Parent and the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Company.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing with respect to the execution and delivery of this Agreement and the Merger shall be in a form mutually agreed joint press release reasonably acceptable to by the Company and Parent. Thereafter the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor Parent and Merger Sub, on the consult with each other hand, shall issue (before issuing any press release or shall cause its Affiliates or Representatives to issue) otherwise making any public release statements (including any general communications to employees, customers, partners or make any public announcement concerning vendors) with respect to this Agreement or any of the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement without the prior written consent of the other (parties hereto, which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned; provided that (i) a Party hereto may, except as without the prior consent of the other Parties hereto, issue such press release or announcement is make such public statement as may be required by applicable Law or Order or the applicable rules of the NYSE if it has used its commercially reasonable efforts to consult with the other Parties hereto and to obtain such Party’s consent but has been unable to do so prior to the time such press release or regulations of NASDAQ or any other applicable stock exchange to which Parent public statement is subject, in which case the party so required to make be issued or made, (ii) the release or announcement shall use its reasonable best efforts Company will not be obligated to allow the other party or parties hereto a reasonable opportunity to comment on engage in 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); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to a Company Board Recommendation Change general communications that are (1) principally directed to employees, customers, partners or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide vendors so long as such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and communications are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually, if approved the other Party), or (2) relating to an Acquisition Proposal, Company Board Recommendation Change effected in accordance with Section 5.3 or “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the parties, Exchange Act and otherwise in compliance with this permitted by Section 7.45.3.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing the execution and delivery of relating to this Agreement shall be in a form mutually agreed to joint press release prepared and issued by the Company and Parent Parent, and shall be issued as promptly as practicable following the execution thereafter, none of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable United States securities exchange or any other applicable stock exchange regulatory or Governmental Authority to which Parent the relevant Party is subjectsubject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its reasonable best efforts to allow the other party Party or parties hereto a Parties reasonable opportunity 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 partyParty); provided, however, that the restrictions set forth in this Section 7.4 8.5 shall not apply to any release or announcement made or proposed to be made (a) by the Company pursuant to Section 6.3, relating to any party with respect to Acquisition Proposal or following a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with by the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Acquisition Sub following a Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4Board Recommendation Change.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing to be issued with respect to the execution and delivery of this Agreement Transactions shall be in a the form mutually heretofore agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreementparties. So long as this Agreement is in effectThereafter, neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or shall cause permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to which Parent is subjectNYSE, as applicable, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 6.3 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change the matters addressed in Sections 5.2 or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act5.3; provided, further, provided further that the parties shall not be required by this Section 7.4 6.3 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.46.3, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.46.3, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactions.

Public Statements and Disclosure. The parties hereto agree that the initial press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by joint release of, and shall not be issued without the prior approval of, each of the Company and Parent and shall be issued as promptly as practicable following the execution Parent. Thereafter, none of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli or any other applicable stock United States securities exchange or regulatory or Governmental Authority to which Parent the relevant party is subjectsubject or submits, wherever situated, in which case the party required to make the release or announcement shall use its commercially reasonable best efforts to allow the other party or parties hereto a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 7.7 shall not apply to any release or announcement made or proposed to be made by any party with respect the Company pursuant to Section 5.3 or following a Company Board Recommendation Change Change. Notwithstanding the foregoing, without prior consent of the other party, (x) Parent may make ordinary course communications to its investors and (y) the Company may disseminate (including by press release and media interviews) to Israeli media outlets, material substantially similar to material included in a press release or to any “stop, look and listen” communication other document previously approved for public distribution by the Company Board other party or any committee thereof to other general information on the Company Stockholders pursuant to Rule 14d-9(f) promulgated under operations and activities of the Exchange ActCompany; provided, further, that the parties Company shall not be required coordinate with Parent with respect to the dissemination of any such material (including by this Section 7.4 press release and media interviews) to provide such opportunity non-Israeli media outlets. Each party agrees to comment promptly make available to the other party in the event parties copies of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and written public communications made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying prior consultation with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SEC, in each case, to the extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4.

Public Statements and Disclosure. The parties hereto agree that the press release announcing the execution and delivery of this Agreement shall be in a form mutually agreed to by the Company and Parent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither Neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any other applicable stock exchange to on which Parent is subjectmay be listed, 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 a reasonable opportunity 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); provided, however, that the restrictions set forth in this Section 7.4 6.8 shall not apply to any release or announcement made or proposed to be made by any party the Company in compliance with Section 6.1. The parties agree that the initial press release to be issued with respect to a Company Board Recommendation Change or the transactions contemplated by this Agreement shall be in the form heretofore agreed to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreementparties. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.46.8, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, announcement and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent or the Company with the SECemployees, in each case, case to the extent that such statements substantially reiterate and are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.46.8, and provided that such public statements do not reveal material non-public information regarding this Agreement or the transactions contemplated hereby.