Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable efforts to allow the other party(ies) hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco and Merger Subor Acquisition, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, provided that the restrictions set forth in this Section 6.14 7.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable Israeli or United States securities exchange or regulatory or Governmental Authority to which the relevant party party, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); 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 6.14 foregoing shall not apply to any release, press release or other public announcement or disclosure made or proposed to be made by the Company pursuant of any information concerning any Company Acquisition Proposal or this Agreement or the transactions contemplated by this Agreement in connection with or following a Company Board Recommendation Change. Each party agrees to Section 6.5promptly make available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco 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 or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be is required by applicable law Law or the applicable rules or regulations of any applicable securities exchange NASDAQ or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situatedNYSE, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto Party or Parties a reasonable time opportunity to comment on such release or announcement in advance of such issuance issuance, considering in good faith all comments timely received from the other Party or Parties (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 6.14 7.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made (a) by the Company pursuant with respect to an Adverse Recommendation Change effected in accordance with Section 6.56.3(d) or as described in Section 6.3(e) and (b) by Parent with respect to the issuance by the Company of any press release or other public statement of the type referred to in clause (a) of this Section 7.5.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue (or shall cause its Subsidiaries or Representatives to issue) any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable securities exchange NASDAQ or regulatory the Tokyo Stock Exchange or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 7.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.57.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that including 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, provided that the restrictions set forth in this Section 6.14 7.5 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to in connection with a Company Board Recommendation Change made in accordance with Section 6.55.3(c).

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor or Newco and Merger Sub, on the other hand, hereby shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood and hereby agreed 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 6.14 6.7 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 5.13 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.2 relating to an Adverse Recommendation Change. Notwithstanding the foregoing, without the prior consent of the other party, each 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. Each party agrees to make promptly available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither the Company, on the one hand, Company nor Newco and Merger Sub, on the other hand, Elevation shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 7.6 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all commercially reasonable efforts to allow the other party(ies) hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 5.12 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.4.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 6.4 shall not apply to any release, release or announcement or disclosure made or proposed to be made by (a) the Company pursuant to Section 6.56.3(a) with respect to a Company Board Recommendation Change or (b) Parent in connection with a response to the issuance by the Company of any release or announcement of the type referred to in clause (a). Parent and the Company agree that the press release announcing the execution of this Agreement shall be a joint release of Parent and the Company.

Public Statements and Disclosure. Neither Each Party shall issue an initial press release relating to this Agreement (prior to such issuance, each Party shall provide the other Party with reasonable time to comment on such initial press release and shall give reasonable consideration to any such comments), and thereafter, none of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) Party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partyParty); provided, however, that the restrictions set forth in this Section 6.14 8.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.56.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 6.4 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.56.3(a) or with respect to an Acquisition Proposal or a Company Board Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 7.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.57.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable Israeli or United States securities exchange or regulatory or Governmental Authority to which the relevant party party, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 7.7 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3 or following a Company Board Recommendation Change. Notwithstanding the foregoing, without prior consent of the other party, each 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. Each party agrees to promptly make available to the other parties copies of any written public communications made without prior consultation with the other parties.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 8.7 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.56.3 or following a Company Board Recommendation Change.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party Party is subject or submits, wherever situated, in which case the party Party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto Party or Parties reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 6.4 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant in compliance with Section 6.3(a) or with respect to Section 6.5an Acquisition Proposal or a Company Board Recommendation Change.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 6.15 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.5.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Acquisition Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 7.6 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3 and shall not apply to any release or announcement concerning or related to the Company’s on-going regulatory or governance matters.

Public Statements and Disclosure. Neither the Company, on the one hand, nor Newco Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 5.14 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.5.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed or conditioned), except as such release, announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.14 7.6 shall not apply to any release, announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3.

Public Statements and Disclosure. Neither None of the Company, on the one hand, nor Newco or Parent and Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the Merger transactions contemplated by this Agreement without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release, release or announcement or disclosure may be required by applicable law Law or the rules or regulations of any applicable Israeli or United States securities exchange or regulatory or Governmental Authority to which the relevant party party, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its all reasonable best efforts to allow the other party(ies) party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); party); provided, however, that the restrictions set forth in this Section 6.14 7.7 shall not apply to any release, release or announcement or disclosure made or proposed to be made by the Company pursuant to Section 6.55.3 or following a Company Board Recommendation Change. Notwithstanding the foregoing, without prior consent of the other party, each 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. Each party agrees to promptly make available to the other parties copies of any written public communications made without prior consultation with the other parties.