Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements (including the scheduling of any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) with respect to the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither the Company nor Parent shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent (in terms of content, disclosure of information and scope) with public statements previously made in accordance with this Section 6.10; provided, further, that the restrictions set forth in this Section 6.10 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto, in each case in accordance with Section 5.5 or (ii) in connection with any dispute between the parties regarding this Agreement or the Merger.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release in the form to be reasonably agreed to upon by Parent and the PartiesCompany. None of the Company, on the one hand, or Parent and following such initial press releaseAcquisition Sub, on the Company and Parent other hand, shall consult with each other before issuing, and give each other the opportunity to review and comment upon, issue any press public release or other public statements (including the scheduling of make any public press conference or making or distributing any broad-based employee communication, in each case, with respect to announcement concerning this Agreement or the Transaction) with respect to transactions contemplated by this Agreement without the Merger and prior written consent of the other (which consent shall not issue any such press release be unreasonably withheld, conditioned or make any such public statement prior to such consultationdelayed), except as such party may reasonably conclude release or announcement may be required by applicable Law, Law or by obligations pursuant to the rules or regulations of any listing agreement with any national applicable United States securities exchange or national securities quotation system regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and then only after content of any such release or announcement, as much advance notice well as is feasiblethe timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, that neither the Company nor Parent shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent (in terms of content, disclosure of information and scope) with public statements previously made in accordance with this Section 6.10; provided, furtherhowever, that the restrictions set forth in this Section 6.10 6.6 shall not apply to any release or public statement (i) announcement made or proposed to be made by the Company in connection with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto, in each case in accordance with Section 5.5 or (ii) in connection with any dispute between the parties regarding this Agreement or the MergerSuperior Proposal.

Public Statements and Disclosure. The initial press release with respect to the execution of So long as this Agreement shall be a joint press release is in effect, Parent and Merger Sub, on the form reasonably agreed to by the Partiesone hand, and following such initial press releasethe Company, on the Company and Parent other, shall consult with each other before issuingnot, and give each other the opportunity to review and comment uponshall cause their respective controlled Affiliates not to, issue any press release or other public statements (including the scheduling of make any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) statement with respect to the Merger and or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case, to the extent permitted by applicable Law and practicable under the circumstances, the party proposing to issue any such press release or make such public announcement shall consult in good faith with the other party before making any such public statement prior to such consultationannouncement, except as such party may reasonably conclude may be required by applicable Law, or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither the Company nor Parent shall be obligated to engage in such consultation b) with respect to communications any press release, filing, disclosure or other public statement by the Company permitted by Section 5.3 (including communications directed to employeesannounce a Company Board Recommendation Change in accordance with Section 5.3), suppliers(c) statements consistent in all material respects with any release, customers, partners, vendors filing disclosure or stockholders) that are consistent (in terms of content, disclosure of information and scope) with other public statements previously made in accordance with this Section 6.10; provided6.4, furtheror (d) public statements regarding the transactions contemplated hereby in response to questions from the press, that the restrictions set forth in this Section 6.10 shall not apply analysts, investors or those attending industry conferences, and internal announcements to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant theretoemployees, in each case case, to the extent that such statements are consistent in accordance all material respects with Section 5.5 previous press releases, public disclosures or (ii) in connection with any dispute between public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 6.4, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the Mergertransactions contemplated hereby.

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company Company, Ultimate Parent and Parent shall consult with each other before issuing, and give each other the a reasonable opportunity to review and comment uponupon (and consider in good faith any comments made by the other Parties in relation to), any press release or other public statements (including the scheduling of any public press conferences or conference calls with investors or making or distributing any broad-based employee communication, in each case, analysts) with respect to this Agreement or the Transaction) with respect to the Merger Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as such party Party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither the Company nor Parent or Ultimate Parent shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are in the good faith judgment of the applicable Party consistent (in terms of content, disclosure of information and scope) with public statements previously made in accordance with this Section 6.106.12; provided, further, that the restrictions set forth in this Section 6.10 6.12 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto, in each case made in accordance with Section 5.5 this Agreement or (ii) in connection with any dispute between the parties Parties regarding this Agreement or the Merger.

Public Statements and Disclosure. The initial press release with respect to the execution of So long as this Agreement shall be a joint press release is in effect, Parent and Merger Sub, on the form reasonably agreed to by the Partiesone hand, and following such initial press releasethe Company, on the Company and Parent other, shall consult with each other before issuingnot, and give each other the opportunity to review and comment uponshall cause their respective controlled Affiliates not to, issue any press release or other public statements (including the scheduling of make any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) statement with respect to the Merger and or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case, to the extent permitted by applicable Law and practicable under the circumstances, the party proposing to issue any such press release or make such public announcement shall consult in good faith with the other party before making any such public statement prior to such consultationannouncement, except as such party may reasonably conclude may be required by applicable Law, or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither the Company nor Parent shall be obligated to engage in such consultation b) with respect to communications any press release, filing, disclosure or other public statement by the Company permitted by Section 5.3 (including communications directed to employeesannounce a Company Board Recommendation Change in accordance with Section 5.3), suppliers(c) statements consistent in all material respects with any release, customers, partners, vendors filing disclosure or stockholders) that are consistent (in terms of content, disclosure of information and scope) with other public statements previously made in accordance with this Section 6.10; provided6.4, furtheror (d) public statements regarding the transactions contemplated hereby in response to questions from the press, that the restrictions set forth in this Section 6.10 shall not apply analysts, investors or those attending industry conferences, and internal announcements to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant theretoemployees, in each case in accordance case, to the extent that such statements are not inconsistent with Section 5.5 previous press releases, public disclosures or (ii) in connection with any dispute between public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 6.4, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the Mergertransactions contemplated hereby.

Public Statements and Disclosure. The initial So long as this Agreement is in effect, Parent and Bidco, on the one hand, and the Company, on the other, shall not, and shall cause their respective controlled Affiliates not to, issue any press release or make any public statement with respect to the execution of Transaction or this Agreement without the prior written consent of the other Party (which consent shall not be a joint press release unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant Party is subject, in which case, to the form reasonably agreed to extent permitted by applicable Law and practicable under the Parties, and following such initial press releasecircumstances, the Company and Parent shall consult with each other before issuing, and give each other the opportunity Party proposing to review and comment upon, any press release or other public statements (including the scheduling of any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) with respect to the Merger and shall not issue any such press release or make such public announcement shall consult in good faith with the other Party before making any such public statement prior to such consultationannouncement, except as such party may reasonably conclude may be required by applicable Law, or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither the Company nor Parent shall be obligated to engage in such consultation b) with respect to communications any press release, filing, disclosure or other public statement by the Company permitted by Section 7.3 (including communications directed to employeesannounce a Company Board Recommendation Change in accordance with Section 7.3), suppliers(c) statements consistent in all material respects with any release, customers, partners, vendors filing disclosure or stockholders) that are consistent (in terms of content, disclosure of information and scope) with other public statements previously made in accordance with this Section 6.10; provided8.3 or (d) public statements regarding the transactions contemplated hereby in response to questions from the press, furtheranalysts, that the restrictions set forth in this Section 6.10 shall not apply investors or those attending industry conferences, and internal announcements to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant theretoemployees, in each case case, to the extent that such statements 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 accordance compliance with this Section 5.5 or (ii) in connection with any dispute between the parties 8.3, and provided that such public statements do not reveal material nonpublic information regarding this Agreement or the Mergertransactions contemplated hereby.

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form to be reasonably agreed to upon by the Parties, Company and following the Purchaser. Following such initial press release, the Company and Parent the Purchaser shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements (including the scheduling of any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) with respect to the Merger Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible); provided, however, that neither the Company nor Parent or the Purchaser shall not be obligated to engage in such consultation with respect to communications that are (including communications a) principally directed to employees, suppliers, customers, partners, partners or vendors or stockholders(b) that are consistent (in terms of content, disclosure of information and scope) not materially inconsistent with public statements previously made in accordance with this Section 6.106.9; provided, further, however, that the restrictions set forth in this Section 6.10 6.9 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto, in each case in accordance with Section 5.5 thereto or (ii) in connection with any dispute between the parties regarding this Agreement or the MergerTransaction.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement and the Merger shall be a joint press release in reasonably acceptable to the form reasonably agreed to by the Parties, Company and following such initial press release, Parent. Thereafter the Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, issuing any press release or other otherwise making any public statements (including the scheduling of any public press conference general communications to employees, customers, partners or making or distributing any broad-based employee communication, in each case, vendors) with respect to this Agreement or any of the Transaction) with respect to the Merger transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement without the prior to consent of the other parties hereto, which consent shall not be unreasonably withheld, delayed or conditioned; provided that (i) a Party hereto may, without the prior consent of the other Parties hereto, issue such consultation, except press release or make such public statement as such party may reasonably conclude may be required by applicable LawLaw 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 public statement is so required to be issued or made, or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither ii) the Company nor Parent shall will not be obligated to engage in such consultation with respect to general communications that are (including communications 1) principally directed to employees, suppliers, customers, partners, partners or vendors or stockholders) that so long as such communications are consistent (in terms of contentwith previous releases, disclosure of information and scope) with public disclosures or public statements previously made in accordance with this Section 6.10; provided, further, that the restrictions set forth in this Section 6.10 shall not apply to any release or public statement (i) made or proposed to be made jointly by the Company with respect Parties (or individually, if approved the other Party), or (2) relating to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto, in each case effected in accordance with Section 5.5 5.3 or (ii“stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) in connection with any dispute between under the parties regarding this Agreement or the MergerExchange Act and permitted by Section 5.3.

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company and Parent shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements (including the scheduling of any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) with respect to the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, provided that neither the Company nor Parent shall not be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent (in terms of content, disclosure of information and scope) with public statements previously made in accordance with this Section 6.106.13; provided, further, that the restrictions set forth in this Section 6.10 6.13 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto, in each case in accordance with Section 5.5 thereto or (ii) in connection with any dispute between the parties regarding this Agreement or the Merger. Notwithstanding anything herein to the contrary, Parent and its Affiliates and its and their Representatives, without the consent of, or consultation with, the Company, may make ordinary course disclosures and communications in connection with fundraising, marketing, reporting or other investment related activities or obligations to its current or prospective general or limited partners, equityholders, members, managers or investors, or in response to routine regulatory inquiries not targeted at information relating to the Company, this Agreement or the Transactions; provided, however, that such ordinary course disclosures and communications are not inconsistent with public statements previously made in accordance with this Section 6.13.

Public Statements and Disclosure. The initial So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not, and shall cause their respective controlled Affiliates not to, issue any press release or make any public statement with respect to the execution of Merger, the Offer or this Agreement without the prior written consent of the other party (which consent shall not be a joint press release unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case, to the form reasonably agreed to extent permitted by applicable Law and practicable under the Parties, and following such initial press releasecircumstances, the Company and Parent shall consult with each other before issuing, and give each other the opportunity party proposing to review and comment upon, any press release or other public statements (including the scheduling of any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) with respect to the Merger and shall not issue any such press release or make such public announcement shall consult in good faith with the other party before making any such public statement prior to such consultationannouncement, except as such party may reasonably conclude may be required by applicable Law, or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither the Company nor Parent shall be obligated to engage in such consultation b) with respect to communications any press release, filing, disclosure or other public statement by the Company permitted by Section 6.3 (including communications directed to employeesannounce a Company Board Recommendation Change in accordance with Section 6.3), suppliers(c) statements consistent with any release, customers, partners, vendors filing disclosure or stockholders) that are consistent (in terms of content, disclosure of information and scope) with other public statements previously made in accordance with this Section 6.10; provided7.4, furtheror (d) public statements regarding the transactions contemplated hereby in response to questions from the press, that the restrictions set forth in this Section 6.10 shall not apply analysts, investors or those attending industry conferences, and internal announcements to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant theretoemployees, in each case in accordance case, to the extent that such statements are consistent with Section 5.5 previous press releases, public disclosures or (ii) in connection with any dispute between 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 Mergertransactions contemplated hereby.

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements (including the scheduling of any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) with respect to the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, provided that neither the Company nor Parent parties shall not be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent (in terms of content, disclosure of information and scope) with public statements previously made in accordance with this Section 6.106.14; provided, further, that the restrictions set forth in this Section 6.10 6.14 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto, in each case in accordance with Section 5.5 thereto or (ii) in connection with any dispute between the parties regarding this Agreement or the Merger. Notwithstanding the foregoing, Parent, Merger Sub and their respective Affiliates may provide ordinary course communications regarding this Agreement and the transactions contemplated hereby to existing or prospective general and limited partners, equity holders, members, managers and investors of any Affiliates of such Person, in each case, who are subject to customary confidentiality restrictions.

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements (including the scheduling of any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) with respect to the Merger and the other Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible)system; provided, that neither the Company nor Parent no Party shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent (in terms of content, disclosure of information and scope) with public statements previously made in accordance compliance with this Section 6.106.12; provided, further, that the restrictions set forth in this Section 6.10 6.12 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto, in each case case, in accordance compliance with Section 5.5 5.3 or (ii) in connection with any dispute between the parties regarding this Agreement or the Merger. Notwithstanding the foregoing, each of Parent and its Affiliates may, without any such consultation, make ordinary course disclosures and communications to existing or prospective general and limited partners, equityholders, members, managers and investors of such Person or any of its Affiliates, in each case who are subject to customary confidentiality restrictions.

Public Statements and Disclosure. The initial So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not, and shall cause their respective controlled Affiliates not to, issue any press release or make any public statement with respect to the execution of Merger, the Offer or this Agreement without the prior written consent of the other party (which consent shall not be a joint press release unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case, to the form reasonably agreed to extent permitted by applicable Law and practicable under the Parties, and following such initial press releasecircumstances, the Company and Parent shall consult with each other before issuing, and give each other the opportunity party proposing to review and comment upon, any press release or other public statements (including the scheduling of any public press conference or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or the Transaction) with respect to the Merger and shall not issue any such press release or make such public announcement shall consult in good faith with the other party before making any such public statement prior to such consultationannouncement, except as such party may reasonably conclude may be required by applicable Law, or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither the Company nor Parent shall be obligated to engage in such consultation b) with respect to communications any press release, filing, disclosure or other public statement by the Company permitted by Section 6.3 (including communications directed to employeesannounce a Company Board Recommendation Change in accordance with Section 6.3) and any response by Parent or any of its Affiliates thereto, suppliers(c) statements consistent in all material respects with any release, customers, partners, vendors filing disclosure or stockholders) that are consistent (in terms of content, disclosure of information and scope) with other public statements previously made in accordance with this Section 6.10; provided7.4, furtheror (d) public statements regarding the transactions contemplated hereby in response to questions from the press, that the restrictions set forth in this Section 6.10 shall not apply analysts, investors or those attending industry conferences, and internal announcements to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant theretoemployees, in each case in accordance case, to the extent that such statements are consistent with Section 5.5 previous press releases, public disclosures or (ii) in connection with any dispute between 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 Mergertransactions contemplated hereby.