Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release reasonably agreed upon by Parent and the Company prior to the Agreement Date. None of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance 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 that the restrictions set forth in this Section 6.6 shall not apply to any release or announcement made or proposed to be made by the Company or Parent in connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposal.

Public Statements and Disclosure. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release reasonably release, the text of which has been agreed upon by each of Parent and the Company prior to the Agreement DateCompany. None of the Company, on the one hand, or Parent and Acquisition Merger Sub, on the other hand, hereby shall issue any public release or make any public announcement or disclosure 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 delayed or delayedconditioned), except as such release release, announcement or announcement disclosure may be required by applicable Law or Order or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance 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 provided, however, that the restrictions set forth in this Section 6.6 shall not apply to any release release, announcement or announcement disclosure made or proposed to be made by the Company or Parent in connection with an Acquisition Proposal, following a Company Board Recommendation Change or Superior ProposalChange.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company prior to the Agreement DateCompany. None of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance 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 provided, however, that the restrictions set forth in this Section 6.6 7.6 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 7.3 or Parent in connection with an Acquisition Proposal, following a Company Board Recommendation Change or Superior ProposalChange.

Public Statements and Disclosure. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release reasonably release, the text of which shall be agreed upon to by both Parent and the Company prior to the Agreement DateCompany. None Thereafter, none of the Company, on the one hand, or Parent and Acquisition Merger Sub, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of by obligations pursuant to any listing agreement with any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance 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)issuance; provided that the restrictions set forth in this Section 6.6 6.7 shall not apply to (i) any release or announcement made or proposed to be made by the Company or Parent in connection with an Acquisition Proposal, 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 Superior Proposal(iii) any filing to be made by a party pursuant to the Exchange Act; provided, further, that each party may make statements that substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements made by the parties in compliance with this Section 6.7.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release reasonably agreed upon by Parent and the Company prior to the Agreement Date. None of Neither the Company, on the one hand, or nor Parent and Acquisition Merger Sub, on the other hand, or any of their respective Affiliates, shall 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 may disclosure may, after consultation with outside counsel, 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 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 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 provided, however, that the restrictions set forth in this Section 6.6 5.14 shall not apply to any release release, announcement or announcement disclosure made or proposed to be made by the Company or pursuant to Section 4.3. The Company and Parent in connection with an Acquisition Proposal, have agreed upon the form of a Company Board Recommendation Change or Superior Proposaljoint press release announcing the Merger and the execution of this Agreement.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company prior to the Agreement DateCompany. None of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow allow, to the extent practicable and permissible pursuant to applicable Law, the other party or parties hereto reasonable 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 provided, however, that the restrictions set forth in this Section 6.6 6.04 shall not apply to (a) any release or announcement made or proposed to be made by the Company or Parent in connection with an Acquisition Proposal, following a Company Board Recommendation Change or Superior Proposalwith respect to an Acquisition Proposal or (b) any release or announcement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a party hereto in accordance with this Agreement, in each case under this clause (b) to the extent such disclosure is still accurate.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company prior to the Agreement DateCompany. None of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submitssubject, 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 reasonable 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 provided, however, that the restrictions set forth in this Section 6.6 6.7 shall not apply to any release or announcement made or proposed to be made by the Company or Parent in connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposal.

Public Statements and Disclosure. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release reasonably agreed upon prepared and issued by Parent and the Company prior to the Agreement Date. None and Parent, and thereafter, none of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall 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 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 Party is subject 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 Parties reasonable 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 partyParty); provided provided, however, that the restrictions set forth in this Section 6.6 8.5 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 6.3, relating to any Acquisition Proposal or Parent in connection with an Acquisition Proposal, following a Company Board Recommendation Change or Superior ProposalChange.

Public Statements and Disclosure. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release reasonably agreed upon by Parent and the Company prior to the Agreement Date. None of the Company, on the one hand, or Parent and 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory NASDAQ, 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 reasonable best efforts to allow the other party or parties hereto the reasonable 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 provided, however, that the restrictions set forth in this Section 6.6 7.6 shall not apply to any release or announcement made or proposed to be made by the Company or Parent in connection with an Acquisition Proposal, following a Company Board Recommendation Change or Superior ProposalChange.

Public Statements and Disclosure. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release reasonably release, the text of which has been agreed upon by Parent each of Newco and the Company prior to the Agreement DateCompany. None of the Company, on the one hand, or Parent Newco and Acquisition Merger Sub, on the other hand, hereby shall issue any public release or make any public announcement or disclosure 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 delayed or delayedconditioned), except as such release release, announcement or announcement disclosure may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance 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 provided, however, that the restrictions set forth in this Section 6.6 6.7 shall not apply to any release release, announcement or announcement disclosure made or proposed to be made by the Company or Parent in connection with an Acquisition Proposal, a Company Board Recommendation Change or Superior Proposalpursuant to Section 5.3(b).