Public Announcements. Parent and the Company 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 with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (CMC Materials, Inc.)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any The initial press release or other public statements with respect to the transactions contemplated execution of this Agreement shall be a joint press release to be reasonably agreed upon by this Agreementthe Parties. No Party shall, and shall each will cause its Representatives not to, issue any such press release public announcements or make any such other public statement disclosures regarding this Agreement or the Transactions, without the prior consent written approval of the other party Party. Notwithstanding the foregoing, a Party, its Subsidiaries or their Representatives may issue a public announcement or other public disclosures (a) required by applicable Law, (b) required by the rules of any stock exchange upon which shall not be unreasonably withheldsuch Party’s or its Subsidiary’s capital stock is traded or (c) consistent with the final form of the joint press release announcing the Merger and the investor presentation given to investors on the morning of announcement of the Merger; provided, delayed or conditioned)in each case, such Party uses reasonable best efforts to afford the other Party an opportunity to first review the content of the proposed disclosure and provide reasonable comments thereon; and provided, however, that no provision in this Agreement shall be deemed to restrict in any manner a party mayParty’s ability to communicate with its employees (provided, without the that prior consent of the other party to making any written (but after prior consultation, or prepared broad-based) communications to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining of the other party’s prior written consent. In additionCompany or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the Transactions or compensation or benefits that are payable or to be provided following the Effective Time, the parties Company shall coordinate provide Parent with a copy of the intended communication (or written summary of any prepared broad-based oral communication), 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) and that neither Party shall be required by any provision of this Agreement to consult with or obtain any approval from any other Party with respect to communications a public announcement or press release issued in connection with employeesthe receipt and existence of a Company Competing Proposal or a Parent Competing Proposal, suppliersas applicable, customersand matters related thereto or a Company Change of Recommendation or Parent Change of Recommendation, agents and as applicable, other stakeholders regarding post-Closing transitionthan as set forth in Section 6.3 or Section 6.4, integration and related mattersas applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conocophillips), Agreement and Plan of Merger (Concho Resources Inc)
Public Announcements. Parent (a) Subject to this Section 5.4(a), Section 5.7 and Section 5.8, none of the Company Parties or any of their respective Representatives or Affiliates shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issue any press release releases or other make any public statements announcements with respect to this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement hereby without the prior written consent of of, prior to the other party (which shall not be unreasonably withheldClosing, delayed or conditioned)the Company and SPAC or, after the Closing, SPAC; provided, however, that a each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with the Company, if the disclosing party mayis any SPAC Party, without or with SPAC, if the disclosing party is the Company, prior consent to making such announcement or other communication, to review such announcement or communication and to give such non-disclosing party the opportunity to comment thereon, in which case the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with SPAC prior to making such announcement or other communication and to consider any comments of the other party SPAC thereon in good faith, (but after prior consultation, ii) to the extent practicable such announcements or other communications contain only information previously disclosed in the circumstances) issue such a public statement, press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement communication previously issued or made approved in accordance with this Section 6.065.4, (ii) any communication in accordance with Section 5.02(e) or and (iii) to Governmental Entities in the event of a Company Adverse Recommendation Change connection with any Consents required to be made in compliance with Section 5.02(d)under this Agreement, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth Ancillary Documents or in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except connection with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the SPAC Parties, the Sponsor and their respective Representatives may provide general information about the subject matter of this Agreement will be a joint press release and shall be in a form agreed to by Parent Agreement, the Ancillary Documents and the Company. Except as expressly transactions contemplated by this Agreement (including the first sentence of this Section) hereby and thereby to any direct or as required by Applicable Law, no party shall issue any press release indirect current or make any public statement regarding the other party prospective investor or the other party’s operations, directors, officers in connection with normal fund raising or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersmarketing or informational or reporting activities.
Appears in 2 contracts
Samples: Business Combination Agreement (Atlantic Coastal Acquisition Corp. II), Business Combination Agreement (Phoenix Biotech Acquisition Corp.)
Public Announcements. The initial press release with respect to the execution of this Agreement and the transactions contemplated hereby shall be a joint press release in a form reasonably acceptable to Parent and the Company. Thereafter, Parent and the Company shall (unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 8.03) will use their respective reasonable best efforts to consult with each the other Party before issuing(a) participating in any media interviews, and give each other the reasonable opportunity to review and comment upon(b) engaging in meetings or calls with analysts, any press release institutional investors or other public similar Persons or (c) providing any statements with respect (including press releases) which are public, in any such case to the extent relating to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party hereby (which shall not a “Public Statement”) except as may be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable applicable Law, Order, court process or the rules and regulations of any national securities exchange or national securities quotation system; providedsystem and except for any matters referred to in, furtherand made in compliance with, that the foregoing shall not (i) apply to any public statement Section 8.03. Prior to the extent containing information that is consistent Closing, Parent and the Company shall use commercially reasonable efforts to cooperate with respect to material communication plans to employees and other service providers and customers, suppliers and distributors of the joint press release referred Company and its Subsidiaries related to below or any other release or public statement previously issued or the transactions contemplated hereby. In addition, Parent and the Company (unless the Company Board has made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance accordance with Section 5.02(d)8.03) agree to cause their respective directors and executives officers to refrain from taking any position in any such Public Statement that is, without limiting the Company’s public statement containing obligations set forth in Section 8.03, (x) such contrary to the positions previously taken by Parent and the Company Adverse Recommendation Change with respect to this Agreement and the transactions contemplated hereby, including the Mergers, or (y) reasonably likely to have a statement significant, adverse impact on the ability of the reasons Parties to consummate the transactions contemplated hereby. None of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) limitations set forth in this Section 6.06 8.06 shall not apply to any disclosure of any information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent concerning this Agreement or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Sectioni) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party which Parent or the other party’s operationsCompany deems appropriate in its reasonable judgment, directorsin light of its status as a publicly owned company, officers including to securities analysts and institutional investors and in press interviews; and (ii) in connection with any dispute between the Parties regarding this Agreement or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Abbott Laboratories)
Public Announcements. Parent and Neither the Company nor Parent, nor any of their respective controlled Affiliates, shall consult with each other before issuing, and give each other issue or cause the reasonable opportunity to review and comment upon, publication of any press release or other public statements announcement with respect to the transactions contemplated by Merger or this Agreement, and shall not issue any such press release or make any such public statement Agreement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), unless such party determines, after consultation with counsel, that it is required by Applicable Law, legal proceeding, or by any listing agreement with or the listing rules of a national securities exchange or trading market to issue or cause the publication of any press release or other announcement with respect to the Merger or this Agreement, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide an opportunity to the other party to review and comment upon such press release or other announcement; provided, however, that a party maynotwithstanding the foregoing, without the prior consent of the other party (but after prior consultation, Company shall not be required to the extent practicable in the circumstances) issue such consult with Parent before issuing any press release or make such making any other public statement with respect to the extent an Adverse Recommendation Change effected in accordance with Section 6.03 or with respect to its receipt and consideration of any Acquisition Proposal except as required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation systemSection 6.03(d); provided, further, that neither the foregoing Company, on the one hand, nor Parent or the Merger Sub, on the other hand, shall not (i) apply be required to consult with the other before issuing any press release or making any other public statement with respect to the extent containing information that is consistent with termination of this Agreement and the joint press release referred to below effects or any other release or public statement previously issued or made in accordance with consequences thereof if this Section 6.06, (ii) any communication Agreement has been terminated in accordance with Section 5.02(e) 8.01; provided, further, each party hereto and their respective controlled Affiliates may make disclosures or (iii) in statements that are substantially the event of a Company Adverse Recommendation Change same as previous press releases, public disclosures or public statements made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company in compliance with this Section 6.12 and do not contain any information relating to the Company. Except as expressly , Parent or the transactions contemplated by this Agreement (including that has not been previously announced or made public in accordance with the first sentence terms of this Section) Section 6.12. Prior to making any written communications to the employees or as required independent contractors of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by Applicable Lawthe transactions contemplated by this Agreement, no party the Company shall issue provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and Parent and the Company shall cooperate in providing any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consentsuch mutually agreeable communication. In additionno way limiting the above, if the Company or any of its Subsidiaries, as applicable, intends to modify a Company FDD or any other franchise related materials for the purpose of offering or selling any Franchise and or development agreements, the parties Company shall coordinate with respect submit such materials to communications with employeesParent for its review of any statements or information relating to Parent, suppliersMerger Sub or their Affiliates, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersand/or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Del Taco Restaurants, Inc.), Agreement and Plan of Merger (Jack in the Box Inc /New/)
Public Announcements. The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release to be reasonably agreed upon by the Company and Parent. Following such initial press release, except as provided for in this Agreement, Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to about this Agreement or any of the transactions contemplated by this Agreement, and . Neither Parent nor the Company shall not issue any such press release or make any such public statement without prior to such consultation, except to the prior consent of extent required by applicable Law or the Applicable Exchange requirements, in which case that party shall use its reasonable best efforts to consult with the other party (which before issuing any such release or making any such public statement; provided, that each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated by this Agreement in response to questions from the press, analysts, investors or those attending industry conferences, and may make internal announcements to employees, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Section 5.10 and do not reveal material non-public information regarding this Agreement or the transactions contemplated by this Agreement; provided, further, that Parent’s consent shall not be unreasonably withheldrequired, delayed and the Company shall not be required to consult with Parent in connection with, or conditionedprovide Parent an opportunity to review or comment upon, any press release or other public statement or comment to be issued or made with respect to any Takeover Proposal or with respect to any actions contemplated by Section 5.4(e); provided, however, that a party maySection 5.4(f) or Section 5.4(g). Notwithstanding the foregoing, without the prior consent of the other party parties, (but after prior consultationa) the Company may communicate with customers, to vendors, suppliers, financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law, (b) may disseminate the extent practicable information included in the circumstances) issue such a press release or make such public statement to the extent required other document previously approved for external distribution by Applicable Law, court process or the rules Parent and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (ic) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 5.10 shall not apply to any disclosure of information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of concerning this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue connection with any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, dispute between the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Feldenkreis George), Agreement and Plan of Merger (Perry Ellis International, Inc)
Public Announcements. Parent Each of the Parties shall, and the Company shall each will cause its Representatives to, consult with each the other Parties before issuing, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the transactions contemplated by this Agreement, Transactions and shall not issue any such press release or make any such public statement announcement without the prior consent written approval of the other party Parties (which shall approval may not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent except as may be required by Applicable applicable Law, court process or the rules and regulations of obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; providedprovided that, furthernotwithstanding the foregoing, that a Party may, without the foregoing shall not (i) apply to any prior approval of the other Parties or providing the other Parties the opportunity for such consultation and review, issue a press release or make a public statement to the extent containing information that is consistent with the joint prior press release referred to below or any other release releases or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change statements made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent 5.13 or its business, financial condition any communication plan or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form strategy previously agreed to by Parent and the Company. Except as expressly contemplated by The initial press release of the Parties announcing the execution of this Agreement shall be a joint press release of Parent and the Company in a form that is mutually agreed. For the avoidance of doubt, nothing in this Section 5.13 shall (including i) prevent Parent or the first sentence of this Section) or as required by Applicable Law, no party shall issue Company from issuing any press release or make making any public statement regarding in the other party ordinary course that does not relate specifically to this Agreement or the Transactions, (ii) be deemed to restrict the ability of any Party to communicate to its employees or Representatives in a manner that would not be reasonably be expected to require public disclosure by the disclosing Party, or (iii) be deemed to require any Party to consult with or obtain any approval from any other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate Party with respect to communications a public announcement or press release issued in connection with employeesthe receipt and existence of a Superior Proposal or proposal would reasonably be expected to lead to a Superior Proposal, suppliersand matters related thereto or an Adverse Recommendation Change with respect to the Company Recommendation or Parent Recommendation, customersas applicable, agents and other stakeholders regarding post-Closing transition, integration and related mattersthan as set forth in Section 5.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Parsley Energy, Inc.)
Public Announcements. The initial press release announcing the execution of this Agreement and the transactions contemplated hereby shall be a joint press release agreed to by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the transactions contemplated hereby and, except in respect of any public statement or press release as may be required by this AgreementApplicable Law or any listing agreement with or rule of any national securities exchange or association, and shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation and, solely in the case of the Company, without the prior consent of the other party Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, that a party mayif disclosure is required by Applicable Law or any such listing agreement, without Parent and the prior consent of the other party (but after prior consultationCompany shall, to the extent practicable in reasonably possible, provide the circumstances) issue other parties with prompt notice of such press release or make requirement prior to making any disclosure so that such public statement to the extent required by Applicable Law, court process or the rules other parties may seek an appropriate protective order and regulations of any national securities exchange or national securities quotation systemconfidential treatment; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) restrictions set forth in this Section 6.06 8.04 shall not apply to information referenced under the preceding clauses (x) and (y)any release, announcement or disclosure made or proposed to be made following an Adverse Company Recommendation Change; provided, further, that, except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to as may be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable LawLaw or any listing agreement with or rule of any national securities exchange or association (and subject to the foregoing provisos), no neither party shall issue any press release disclose, disseminate or make any public statement regarding file, including with the SEC or the New York Stock Exchange, the Company Disclosure Schedule or the Parent Disclosure Schedule without the consent of the other party (not to be unreasonably withheld, conditioned or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersdelayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RiskMetrics Group Inc), Agreement and Plan of Merger (MSCI Inc.)
Public Announcements. Parent Seller and Buyer agree that, from the Company shall consult with each other before issuingdate hereof through the Closing Date, and give each other the reasonable opportunity to review and comment upon, any press no public release or other public statements with respect to announcement concerning the transactions contemplated hereby shall be issued or made by this Agreement, and shall not issue or on behalf of any such press release or make any such public statement Party without the prior consent of the other party Party, except that (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, i) Seller and Buyer may make announcements as they may reasonably determine is necessary to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process comply with applicable Law or the rules and regulations of any national securities exchange exchange, (ii) each of Seller and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations; provided that, with respect to the Business, to the extent practicable, Seller shall try in good faith to remain within the bounds of Seller’s prior disclosures; and (iii) Seller may file a proxy statement pursuant to the Securities Exchange Act of 1934 describing the transactions contemplated by this Agreement and make announcements with respect to the Business and the transactions contemplated hereby in connection therewith, in each case as it may reasonably determine is necessary or national securities quotation systemdesirable; provided, further, that that, such Party shall consult with and agree on the foregoing shall not (i) apply language of any such announcement with the other Party prior to any public statement such announcement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06reasonably practicable (and, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement case of the reasons of the Company Board for making proxy statement and related announcements, Seller shall only be required to consult with Buyer and reasonably consider any comments Buyer may have to such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (xproxy statement) and (y)shall in any event promptly provide the other Party with copies of any such announcement or proxy, except with respect as applicable. Notwithstanding the foregoing, Buyer and Seller shall cooperate to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial prepare a joint press release to be issued with respect to on or promptly (and in any event within two (2) Business Days) after the transactions contemplated hereby following execution date of this Agreement will be and a joint press release and shall to be in a form agreed to by Parent and issued on the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersDate.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Darden Restaurants Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc)
Public Announcements. Parent Janus and the Company Xxxxxxxxx shall, and shall cause their subsidiaries to, consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other making any public statements statement with respect to this Agreement or the transactions contemplated by this Agreement, Transactions and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall other, such consent not to be unreasonably withheld, delayed conditioned or conditioned); provideddelayed. Notwithstanding the foregoing, however, (a) any such press release or public statement that a is required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the party may, without making the prior consent of release or statement has used its reasonable best efforts to consult with the other party party, (but after prior consultationb) the first sentence of this Section 6.9 shall not apply with respect to a Janus Recommendation Change (or any responses thereto) or a Xxxxxxxxx Recommendation Change (or any responses thereto), or the proviso in Section 5.2(b)(ii) or Section 5.3(b)(ii) (or any response to a statement made pursuant to Section 5.2(b)(ii) or Section 5.3(b)(ii)), (c) the first sentence of this Section 6.9 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement, (d) the first sentence of this Section 6.9 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 6.9, to the extent practicable replicated in the circumstances) issue such whole or in part in any subsequent press release or make such public statement to other announcement, (e) the extent required by Applicable Law, court process or the rules and regulations first sentence of any national securities exchange or national securities quotation system; provided, further, that the foregoing this Section 6.9 shall not (i) apply to any public statement regarding the Transactions in response to questions from the extent containing information that is consistent press, analysts, investors or those attending industry conferences, so long as such statements are not inconsistent with the joint previous press release referred to below or any other release releases, public disclosures or public statement previously issued or statements made jointly by the parties and otherwise in accordance compliance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) 6.9 and do not reveal material nonpublic information regarding this Agreement or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change Transactions and (yf) a statement for the avoidance of the reasons of the Company Board for making such Company Adverse Recommendation Changedoubt, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 6.9 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents employees and other stakeholders regarding post-Closing transition, integration and related mattersclients.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Janus Henderson Group PLC), Agreement and Plan of Merger (Janus Capital Group Inc)
Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Following such initial press release, Parent and the Company 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 with respect to the transactions contemplated by this Agreement, Transactions and shall not issue any such press release or make any such public statement without the prior consent of the other party’s written consent, except as such party (which shall not may reasonably conclude may be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable applicable Law, court process or the rules and regulations of by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation systemsystem (and then only after as much advance notice and consultation as is practicable); provided, furtherhowever, that the foregoing restrictions set forth in this Section 5.6 shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued (a) made or proposed to be made by the Company in accordance with the terms of this Agreement in connection with a Company Takeover Proposal, a Company Superior Proposal or a Company Adverse Recommendation Change or any action taken pursuant thereto, (b) made or proposed to be made by Parent in accordance with the terms of this Agreement in connection with a Parent Takeover Proposal, a Parent Superior Proposal or a Parent Adverse Recommendation Change or any action taken pursuant thereto or (c) in connection with any dispute between the parties hereto regarding this Agreement or the Transactions; provided further, that, subject to Section 5.5, the restrictions set forth in this Section 5.6 shall not limit the ability of any party hereto to make any public announcements or any public statements if the substance of such announcements or statements is not inconsistent in any material respects with the prior public disclosures by the parties hereto regarding the Transactions made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters5.6.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GrubHub Inc.), Agreement and Plan of Merger
Public Announcements. Parent and the Company The parties hereto shall consult with each other (and obtain the other party’s consent) before issuing, and give each other the reasonable opportunity to review and comment upon, any party (or its affiliates) issues any press release or other otherwise makes any public statements with respect to the transactions contemplated by this Agreement, and shall not issue except (a) as may be required by any applicable law, regulation or rule of any governmental authority, stock exchange or self-regulatory organization to which a party is subject if the party issuing such press release or make any such other public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultationhas, to the extent practicable in practicable, provided the circumstancesother parties with a reasonable opportunity to review and comment or (b) issue such any press release or make such other public statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a party in accordance with this Agreement, in each case under this clause (b) to the extent such disclosure is still accurate. The parties are executing this Agreement on the date set forth in the introductory clause. AR CAPITAL, LLC By: /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Managing Member RCS CAPITAL CORPORATION By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer EXHIBIT A FORM OF IRREVOCABLE PROXY [___________] (“Series D-1 Shareholder”), for consideration received, hereby irrevocably grants to, and appoints, the Special Committee of the Board of Directors (the “Board”) of RCS Capital Corporation (the “Company”) comprised of Mxxx Xxxxxxxx, Dxxx Xxxx and C. Txxxxx XxXxxxxx (the “Committee”) (and if any member of such Committee no longer serves on such Committee for any reason, then the remaining member or members of such Committee, in each case acting by a majority, and if none of the three individuals named above serve on the Committee, the Board may then appoint such other independent director(s) to the Committee that are reasonably acceptable to ARC Capital LLC, a Delaware limited liability company (“ARC”), and Luxor Capital Partners, LP, a Delaware limited partnership), Series D-1 Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Series D-1 Shareholder, to vote or cause to be voted the shares of 11% Series D-1 Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series D-1 Shares”) (in person or by proxy), as Series D-1 Shareholder would be required by Applicable Lawto vote the Series D-1 Shares in connection with any two Series D-1 Specified Matters to the extent Series D-1 Shares are entitled to a vote on such matters pursuant to the certificate of designation authorizing the Series D-1 Shares, court process and to exercise all powers that Series D-1 Shareholder would be entitled to exercise on any such matters if personally present, at any annual, special or other meeting of the rules stockholders of the Company and regulations at any adjournment or adjournments thereof, and to execute any written consent of any national securities exchange stockholders on behalf of Series D-1 Shareholder in lieu of such meeting or national securities quotation systemotherwise; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below first or any other release the second Series D-1 Specified Matter requires one or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons more votes of the Company Board for making stockholders in order to effectuate an agreed, specific transaction (or any related transaction or a series of related transactions, including any amendments to the certificate of incorporation or any certificate of designation of the Company necessitated by such Company Adverse Recommendation Changetransactions), then such additional stockholder votes shall all be deemed to relate to one Series D-1 Specified Matter and the right of consent (but not the obligation to consult) set forth Committee may use this proxy in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except connection with respect to any such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersadditional stockholder votes.
Appears in 2 contracts
Samples: Series D 1 Shares Agreement (Schorsch Nicholas S), Series D 1 Shares Agreement (RCS Capital Corp)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any The initial press release or other public statements with respect to the transactions contemplated execution of this Agreement shall be a joint press release to be reasonably agreed upon by this Agreementthe Parties and the investor presentations given to investors on the morning of announcement of the Arrangement shall be reasonably agreed to by each of the Parties. No Party shall, and shall each will cause its Representatives not to, issue any such press release public announcements or make any such other public statement disclosures regarding this Agreement or the Transactions, without the prior consent written approval of the other party Party. Notwithstanding the foregoing, a Party, its Subsidiaries or their Representatives may issue a public announcement or other public disclosures (a) required by applicable Law, (b) required by the rules of any stock exchange upon which shall not be unreasonably withheldsuch Party’s or its Subsidiary’s capital stock is traded, delayed (c) consistent with the final form of the joint press release announcing the Arrangement and the investor presentations given to investors on the morning of announcement of the Arrangement and (d) subject to Section 4.4, with respect to filings in connection with the Company Circular or conditionedParent Proxy Statement; provided, in the case of clauses (a) and (b), such Party uses reasonable best efforts to afford the other Party a timely opportunity to first review the content of the proposed disclosure and provide reasonable comments thereon; and provided, however, that no provision in this Agreement shall be deemed to restrict in any manner a party may, without the prior consent Party’s ability to communicate with its employees and that neither Party shall be required by any provision of the this Agreement to consult with or obtain any approval from any other party (but after prior consultation, Party with respect to the extent practicable in the circumstances) issue such a public announcement or press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent issued in connection with the joint press release referred to below receipt and existence of a Company Acquisition Proposal or any other release a Parent Acquisition Proposal, as applicable, and matters related thereto or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) or a statement of the reasons of the Company Board for making such Company Parent Adverse Recommendation Change, and the right of consent (but not the obligation to consult) other than as set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters4.3.
Appears in 2 contracts
Samples: Arrangement Agreement (Chord Energy Corp), Arrangement Agreement (ENERPLUS Corp)
Public Announcements. Parent and the Company shall consult with each (a) Neither Party will issue any other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release or other publicity materials, or make any public statements presentation with respect to the transactions contemplated existence of, or any of the terms or conditions of, this Agreement or the programs or efforts being conducted by this Agreementthe other Party hereunder, and shall not issue any such press release or make any such public statement in each case without the prior written consent of the other party Party (which shall such consent not to be unreasonably withheld, delayed conditioned or conditioned); provideddelayed) save only such announcements that are required by or advisable (upon the advice of such Party’s legal counsel) to be made under Applicable Law or the rules of any securities exchange, howeverin which case the other Party will at least be provided with a copy of such announcement prior to its release. Notwithstanding the foregoing prior written consent requirement, that each Party is hereby granted the right to issue a party may, press release with respect to this Agreement without the prior written consent of the other party (but after prior consultation, Party in connection with statements in quarterly or annual press releases reporting the Party’s quarterly or yearly financial or operating results to the extent practicable they relate to such financial or operating results, and (iii) a press release upon the happening of the following events: execution of this Agreement, the filing of any Regulatory Approval Applications, the receipt of any Regulatory Approvals, any significant clinical trial development (including initiation and/or completion of a clinical trial) and commercialization in any country or region, provided that in the circumstancescase of clause (iii) issue the content of such release is reasonably satisfactory to the other Party. Notwithstanding the foregoing, if either Party issues any publicity, press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made announcement in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)5.2, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and other Party will thereafter have the right of consent (but not to disclose publicly the obligation to consult) set forth information in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y)such publicity, except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding other announcement without the prior written approval of the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersParty.
Appears in 2 contracts
Samples: Exclusivity Agreement (LumiraDx LTD), Exclusivity Agreement (LumiraDx LTD)
Public Announcements. Parent and the Company 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 with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and Transactions shall be in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution of this Agreement. Parent and the Company. Except as expressly contemplated by Company shall consult with each other before issuing any other press release, or scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to consult with each other before making any other public statement, in each case, with respect to this Agreement (including or the first sentence of this Section) or as required by Applicable LawTransactions, no party and shall not issue any such press release or make any such other public statement regarding relating to this Agreement or the Transactions without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except for any such release or announcement that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or any listing agreement with or rule of any national or foreign securities exchange or association upon which the securities of the Company or Parent, as applicable, are listed, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, each party may, without such consultation or consent, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by Parent with the SEC, so long as such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements approved in advance by the other party’s operations; provided, directorsfurther, officers no party hereto shall have any obligation to consult with, or employees without obtaining obtain the other party’s prior written consent. In additionconsent of, the parties shall coordinate any other party with respect to communications with employeesany press release, supplierspublic statement or filing relating to any Takeover Proposal, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersTakeover Transaction or Adverse Recommendation Change.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Portola Pharmaceuticals Inc)
Public Announcements. Parent The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Post and BellRing. Thereafter, none of Post, SpinCo nor BellRing, nor any of their controlled Affiliates, shall issue or cause the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, publication of any press release or other written communication to the public statements (to the extent that the substance of such press release or other written communication has not previously been issued or made in accordance with this Agreement) with respect to the transactions contemplated by Merger, this Agreement, and shall not issue any such press release Agreement or make any such public statement the Transactions without the prior consent of the other party parties (which may be oral or written and shall not be unreasonably withheld, delayed delayed, or conditioned); provided, howeverexcept as may be required by Law or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the party proposing to make such release or as may be desirable in connection with the intended Tax treatment of the Transactions (in which case such party, to the extent such party is reasonably able to do so, shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party). Notwithstanding anything herein to the contrary, each party acknowledges and agrees that a any party or its Affiliates may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations approval of any national securities exchange other party, disclose the existence and terms of this Agreement and the Transactions (a) in any report, statement, exhibit or national securities quotation system; providedother document that it files with the SEC or any other Governmental Authority, furtheror in any other document in which any such reports, statements exhibits or other documents are incorporated by reference, (b) in any disclosure that the foregoing shall not is substantially consistent with prior disclosures permitted by this Section 8.8, including (i) apply in response to any public statement to questions from the extent containing information that is consistent with the joint press release referred to below press, analysts, investors or any other release or public statement previously issued or made in accordance with this Section 6.06those attending industry conferences, (ii) to any communication in accordance current or prospective customer, vendor, supplier or other Person with Section 5.02(e) which such party or any of its Affiliates does or may do business and (iii) in the event of a Company Adverse Recommendation Change made any internal announcements to employees or (c) in compliance connection with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation any dispute between parties to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersAgreement.
Appears in 2 contracts
Samples: Transaction Agreement and Plan of Merger (BellRing Distribution, LLC), Transaction Agreement and Plan of Merger (Post Holdings, Inc.)
Public Announcements. Parent (a) Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Company Parties shall, nor shall consult with each other before issuingany of the Parties authorize any of their respective Representatives on such Party’s behalf to, and give each other the reasonable opportunity to review and comment upon, issue any press release releases or other make any public statements announcements with respect to this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement hereby without the prior written consent of of, prior to the other party (Closing, the Company, the Sponsor and MEOA or, after the Closing, the Sponsor and MEOA, which consent shall not be unreasonably withheld, delayed or conditioned)withheld; provided, however, that a each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party mayis any MEOA Party, without or MEOA and the prior consent of Sponsor, if the other disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (but B) after prior consultationthe Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Sponsor and MEOA and the disclosing Party shall consider such comments in good faith, (ii) to the extent practicable such announcements or other communications contain only information previously disclosed in the circumstances) issue such a public statement, press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement communication previously issued or made approved in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or 5.4 and (iii) to Governmental Entities in the event of a Company Adverse Recommendation Change connection with any Consents required to be made in compliance with Section 5.02(d)or obtained under this Agreement, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth Ancillary Documents or in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except connection with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Sponsor and its Affiliates may provide general information about the subject matter of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly transactions contemplated by this Agreement (including hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, of any Affiliate of the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersSponsor.
Appears in 2 contracts
Samples: Business Combination Agreement (Digerati Technologies, Inc.), Business Combination Agreement (Minority Equality Opportunities Acquisition Inc.)
Public Announcements. Parent and the Company No Party shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issue any press release or other otherwise make written public statements with respect to the transactions contemplated by Arrangement or this Agreement, and shall not issue any such press release or make any such public statement Agreement without the prior consent of the other party Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); . The Company shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Purchaser, and the Purchaser shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Company, provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing, and provided further, however, that, except as otherwise required by Section 5.1, (i) apply the Company shall have no obligation to obtain the consent of or consult with the Purchaser prior to any press release, public statement statement, disclosure or filing by the Company with regard to a Nomad Acquisition Proposal, a Nomad Change of Recommendation or in connection with any dispute between the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with Parties regarding this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)Agreement, the Company’s public statement containing (x) such Company Adverse Recommendation Change Arrangement and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution and (ii) the Purchaser shall have no obligation to obtain the consent of or consult with the Company prior to any press release, public statement, disclosure or filing by the Purchaser with regard to a Purchaser Change of Recommendation or in connection with any dispute between the Parties regarding this Agreement will be a joint press release and shall be in a form agreed to by Parent Agreement, the Arrangement and the Company. Except as expressly transactions contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattershereby.
Appears in 2 contracts
Samples: Arrangement Agreement (Sandstorm Gold LTD), Arrangement Agreement (Nomad Royalty Co Ltd.)
Public Announcements. Parent and the Company 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 statements, including any press conference or conference call with investors or analysts, with respect to the transactions contemplated by this AgreementTransactions, including the Merger, and shall not issue any such press release or make any such public statement without the prior written consent of the other party (which shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, that a party may, without the prior consent of the other party except in each case (but after prior consultation, to the extent practicable in the circumstancesi) issue such press release or make such public statement to the extent as required by Applicable Law, applicable Law or court process or by obligations pursuant to the rules and regulations of any national securities exchange or national securities quotation system; providedsystem or (ii) for any press release, further, that public announcement or other public statement (A) by the foregoing shall not (i) apply Company with respect to any Adverse Recommendation Change made in accordance with this Agreement or any Company Takeover Proposal, (B) by Parent in response to any Adverse Recommendation Change, any Company Takeover Proposal that becomes publicly known or any press release or public statement by the Company with respect to the extent containing foregoing, or (C) by either Parent and the Company that consists solely of information that is consistent with the joint information disclosed in any press release referred to below or any other release release, public statement or public statement announcement previously issued or made in accordance compliance with this Section 6.066.07. The parties agree that all formal Company employee communication programs or announcements with respect to the Transactions shall be in the forms mutually agreed to by the parties; provided, that no such mutual agreement shall be required for any communications made that are (i) substantially similar to a prior mutual joint communication, or (ii) any communication in accordance with Section 5.02(e) or (iii) in based on mutually agreed content and do not substantially deviate from the event substantive components of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operationscontent. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and Transactions shall be in a the form heretofore agreed to by Parent and the Companyparties. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PPD, Inc.), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
Public Announcements. Except as otherwise contemplated by Section 6.5, so long as this Agreement is in effect, the Company, Parent and the Company Acquisition Sub shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to this Agreement or the transactions contemplated by this Agreement, and none of the parties hereto or their Affiliates shall not issue any such press release or make any such public statement without the prior consent of to obtaining the other party parties’ consent (which consent shall not be unreasonably withheldwithheld or delayed), delayed except that no such consent shall be necessary to the extent disclosure may be required by Law, Order or conditioned); providedapplicable stock exchange rule or any listing agreement to which any party hereto is subject, however, that a in which case the party may, without the prior consent of the other party (but after prior consultationrequired to make such disclosure shall use its reasonable best efforts to allow, to the extent practicable legally permitted, each other party reasonable time to comment on such disclosure in the circumstances) issue such press release advance of its issuance, or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with prior communications previously consented to by the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)parties. In addition, the CompanyCompany may, without Parent or Acquisition Sub’s public statement containing (x) consent, communicate to its employees, customers, suppliers and consultants; provided that such Company Adverse Recommendation Change and (y) a statement of the reasons communication is consistent with prior communications of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form any 50 communications plan previously agreed to by Parent and the Company, in which case such communications may be made consistent with such plan. Except as expressly contemplated by Notwithstanding the foregoing, the restrictions set forth in this Section 6.8 shall not apply in connection with any Adverse Board Recommendation Change or dispute between the parties regarding this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining transactions contemplated hereby. Notwithstanding the other party’s prior written consent. In additionforegoing, the parties Equity Investor shall coordinate with respect be permitted to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersissue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company or any of its Representatives.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Public Announcements. Parent Except as required by applicable laws, treaties and agreements (including securities laws), the Company Parties agree that the material terms of this Agreement will be considered Confidential Information of both Parties. Notwithstanding the foregoing, (a) either Party may disclose such terms as are required to be disclosed in any publicly-filed financial statements or other public statements, pursuant to applicable laws, regulations and stock exchange rules (e.g., the rules of the U.S. Securities and Exchange Commission, NASDAQ, NYSE or any other stock exchange on which securities issued by either party may be listed); provided, such Party shall consult provide the other Party with each a copy of the proposed text of such statements or disclosure (including any exhibits containing this Agreement) sufficiently in advance of the scheduled release or publication thereof to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. afford such other before issuing, and give each other the Party a reasonable opportunity to review and comment uponupon the proposed text (including redacted versions of this Agreement), (b) either Party shall have the further right to disclose the material financial terms of this Agreement under a confidentiality obligation no less protective than as set forth in this Agreement, to any potential acquirer, merger partner or potential providers of financing and their advisors, (c) either Party shall have the further right to disclose the material terms of this Agreement to institutional investors, investment bankers, industry analysts and other providers of financing, provided that such Party shall use all reasonable efforts to protect the confidentiality of such term, and (d) RIB-X shall have the right to disclose information regarding the development or commercialization status of Products in the Territory to the extent such disclosure is deemed reasonably necessary or desirable by RIB-X or required by applicable laws or stock exchange rules. Neither Party shall make any other statement to the public regarding the execution and/or any other aspect of the subject matter of this Agreement, except: (i) where a Party reasonably believes disclosure is required under applicable laws or ethical commercial practice, (ii) either Party may use the text of a statement previously approved by the other Party and (iii) except as provided above, neither Party may make statements pertaining to this Agreement and the subject matter hereof including without limitation information on development or commercialization status of Products without the prior review and consent of the CEO or president of the other Party or an individual designated by such person. The Parties shall discuss and agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon the content and timing of a press release or other public statements with respect to announcing the transactions contemplated by execution of this Agreement, and neither Party shall not issue any such a press release or make any until such public statement without time as the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect Parties have agreed to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release content and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterstiming.
Appears in 2 contracts
Samples: License Agreement (Rib-X Pharmaceuticals, Inc.), License Agreement (Rib-X Pharmaceuticals, Inc.)
Public Announcements. Parent The Stockholder shall not, and shall cause its representatives, not to, directly or indirectly, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Acquisition Agreement or any of the transactions contemplated hereby and thereby, without the prior written consent of Parent; provided, that, nothing herein shall in any way (i) restrict any communications by a director or officer of the Company in the reasonable exercise of his or her fiduciary duties as a director or officer of the Company or prevent or be construed to create any obligation on the part of any director or officer of the Company from making any communications in his or her capacity as such director or officer or (ii) restrict or prohibit any communications permitted pursuant to the terms of the Acquisition Agreement. Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent, Merger Sub and the Company shall consult with each (including in the Schedule TO, the Schedule 14D-9 or any other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect publicly filed documents relating to the transactions Merger, the Offer or any other transaction contemplated by the Acquisition Agreement) of: (a) Stockholder’s identity; (b) Stockholder’s ownership of the Subject Shares; and (c) the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, and shall not issue any such press release other information that Parent, Merger Sub or make the Company determines to be necessary in any such public statement without SEC disclosure document in connection with the prior consent Offer, the Merger or any of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without transactions contemplated by the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules Acquisition Agreement and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) agrees as promptly as practicable to notify Parent, Merger Sub and the Company of any communication required corrections with respect to any written information supplied by Stockholder specifically for use in accordance with Section 5.02(eany such disclosure document. Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersAcquisition Agreement.
Appears in 2 contracts
Samples: Support Agreement (Dot Hill Systems Corp), Support Agreement (Dot Hill Systems Corp)
Public Announcements. Each of the Company, Parent and SMP will be entitled to issue a separate press release announcing the execution and delivery of this Agreement which, in the case of the Company’s initial press release, will be subject to prior consultation with Parent, and, in the case of Parent’s or SMP’s press release, will be subject to prior consultation with the Company. Each of the Company, Parent, Merger Sub and SMP agrees that no public release or announcement concerning the Transactions (including any communication required to be filed with the SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) will be issued by or on behalf of any of them or their Subsidiaries (x) in the case of any release by Parent or its controlled Affiliates, without prior consultation with the Company, (y) in the case of any release by the Company or its Subsidiaries, without prior consultation with Parent and (z) in the case of any release by SMP, Parent shall provide the Company with an opportunity to consult with SMP, in each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultationcase, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation systemreasonably practicable; provided, further, that the foregoing shall not provided that: (i) apply SMP, Parent, the Representatives of Parent, the Company and the Representatives of the Company may make public releases or announcements concerning the Transactions that are substantially consistent with previous press releases or announcements made by SMP, Parent and/or the Company in compliance with this Section 6.07; (ii) the Company and the Representatives of the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are consistent with previous press releases, public statement disclosures or public statements made by the Company or Parent in compliance with this Section 6.07 and do not reveal material, non-public information regarding the other Parties, the Merger, or the other Transactions; (iii) SMP, Parent, the Representatives of Parent and, subject to Section 6.08(c), the extent containing information Company and the Representatives of the Company may, without prior consultation with each other, make internal announcements to their respective employees, and the Company and its Affiliates may make announcements to their respective customers or other business partners; provided that is such announcements include disclosure that are otherwise consistent with the joint press release referred to below or any other release or Parties’ permitted prior public statement previously issued or made in accordance with disclosures regarding this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in Agreement and the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change Transactions; and (yiv) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) restrictions set forth in this Section 6.06 shall 6.07 do not apply to information referenced under the preceding clauses any release or announcement (xor any portion thereof) and (y), except with respect to such information solely relating to Parent made or its business, financial condition or results of operations. The parties hereto agree that the initial press release proposed to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be made in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) connection with, or as required by Applicable Lawin response to, no party shall issue any press release an Adverse Recommendation Change or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersan Alternative Proposal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Myovant Sciences Ltd.), Agreement and Plan of Merger (Myovant Sciences Ltd.)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to the transactions contemplated by this Agreement, Agreement and shall not issue any such press release or make any such public statement without the prior consent of the other party (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent except as may be required by Applicable Law, court process or any listing agreement with or rules of the rules NYSE or other stock exchange on which securities of Parent or the Company is listed; provided that Parent and regulations Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in response to public statements of any national person (other than research analysts and proxy advisory firms) recommending or encouraging stockholders of the Company not to tender their shares of Common Stock into the Offer, after consulting with the Company with respect to such public statements to the extent permitted by Law, court process or any listing agreement with or rules of the NYSE or other stock exchange on which securities exchange of Parent or national securities quotation systemthe Company is listed. With respect to any communications to be delivered orally, including by conference call or webcast, this Section 6.7 shall be deemed satisfied if, to the extent practicable, the disclosing party gives advance notice of such disclosure to the other party, including copies of any talking points, scripts or similar documents, and consults with the other party and considers in good faith any comments by such other party with respect thereto; provided, further, that the foregoing prior agreement of the other party shall be required with respect to such disclosures to the extent that the non-disclosing party reasonably determines that any disclosure would be materially adverse to the non-disclosing party. Notwithstanding the foregoing, the restrictions set forth in this Section 6.7 shall not (i) apply to any public statement made or proposed to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or be made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of by the Company Board for making such Company Adverse Recommendation Change, and the right or Parent in connection with or following a Change of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersRecommendation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harland Clarke Holdings Corp), Agreement and Plan of Merger (Valassis Communications Inc)
Public Announcements. Parent Orion, Diamond, HoldCo, Orion Merger Sub and the Company Diamond Merger Sub shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other Financing Disclosure or making any public statements statement with respect to this Agreement or the transactions contemplated by this Agreement, hereby and shall not issue any such press release or Financing Disclosure or make any such public statement without the prior consent of the other party (which shall other, such consent not to be unreasonably withheld, delayed conditioned or conditioned); provideddelayed. Notwithstanding the foregoing, however(a) any such press release, that a Financing Disclosure or public statement as may be required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the party may, without making the prior consent of release or statement has used its reasonable best efforts to consult with the other party party, (but after prior consultationb) the first sentence of this Section 6.6 shall not apply with respect to an Orion Recommendation Change (or any responses thereto) or Diamond Recommendation Change (or any responses thereto), or the proviso in Sections 5.2(b)(ii) and 5.3(b)(ii) (or any response to a statement made pursuant to Section 5.2(b)(ii) and 5.3(b)(ii)), (c) the first sentence of this Section 6.6 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement, (d) the first sentence of this Section 6.6 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 6.6, to the extent practicable replicated in the circumstances) issue such whole or in party in any subsequent press release or make such public statement to other announcement, and (e) the extent required by Applicable Law, court process or the rules and regulations first sentence of any national securities exchange or national securities quotation system; provided, further, that the foregoing this Section 6.6 shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to regarding the transactions contemplated hereby following execution of in response to questions from the press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Section 6.6 and do not reveal material nonpublic information regarding this Agreement will be a joint press release and shall be or the transactions contemplated hereby. As used above, “Financing Disclosure” means any reference to, or information in a form agreed to by Parent connection with, the Mergers and the Company. Except as expressly transactions contemplated by this Agreement that is included in any documents to be filed with any person (including the first sentence SEC), issued, published and/or distributed by Orion, Diamond, HoldCo, Orion Merger Sub or Diamond Merger Sub in connection with any financing transaction to be entered into by any of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthose parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Public Announcements. Parent (a) Subject to Section 5.4(a), Section 5.7 and Section 5.8, none of the Company Parties or any of their respective Representatives or Affiliates shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issue any press release releases or other make any public statements announcements with respect to this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement hereby without the prior written consent of of, prior to the other party (which shall not be unreasonably withheldClosing, delayed or conditioned)the Company and Priveterra or, after the Closing, Priveterra; provided, however, that a each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with the Company, if the disclosing party mayis any Priveterra Party, without or with Priveterra, if the disclosing party is the Company, prior consent to making such announcement or other communication, to review such announcement or communication and to give such non-disclosing party the opportunity to comment thereon, in which case the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with Priveterra prior to making such announcement or other communication and to consider any comments of the other party Priveterra thereon in good faith, (but after prior consultation, ii) to the extent practicable such announcements or other communications contain only information previously disclosed in the circumstances) issue such a public statement, press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement communication previously issued or made approved in accordance with this Section 6.065.4, (ii) any communication in accordance with Section 5.02(e) or and (iii) to Governmental Entities in the event of a Company Adverse Recommendation Change connection with any Consents required to be made in compliance with Section 5.02(d)under this Agreement, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth Ancillary Documents or in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except connection with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Priveterra Parties, the Sponsor and their respective Representatives may provide general information about the subject matter of this Agreement will be a joint press release and shall be in a form agreed to by Parent Agreement, the Ancillary Documents and the Company. Except as expressly transactions contemplated by this Agreement (including the first sentence of this Section) hereby and thereby to any direct or as required by Applicable Law, no party shall issue any press release indirect current or make any public statement regarding the other party prospective investor or the other party’s operations, directors, officers in connection with normal fund raising or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersmarketing or informational or reporting activities.
Appears in 2 contracts
Samples: Business Combination Agreement (Strathspey Crown Holdings Group, LLC), Registration Rights Agreement (Priveterra Acquisition Corp.)
Public Announcements. Parent The parties agree that (i) the initial press release by the Company, and the Company SEC filing on Form 8-K by the Company, each disclosing the execution and delivery of this Agreement and the transactions contemplated hereby shall consult with each be in the forms attached hereto as Exhibits B-C (the “Agreed Disclosures”). Each of the parties agrees that, other before issuingthan the Agreed Disclosures or as permitted by the immediately succeeding sentence, and give except as may be required by law, rule, regulation or the requirements of any self-regulatory organization or stock exchange listing requirements (in which case the party required to make the filing, disclosure, communication, release or announcement shall allow the other party reasonable time to comment thereon in advance of such statement, release, filing, disclosure, communication or announcement and will consider in good faith any comments provided by such party), each other of the reasonable opportunity to review and comment uponparties hereto will not make any public statement, any press release or other public statements filing, disclosure, communication, release, or announcement with respect to this Agreement and 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 consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that nothing herein shall limit or prevent a party mayfrom making any statements, without the prior consent of the press releases or other party (but after prior consultationfilings, disclosures, communications, releases or announcements to the extent practicable in reasonably related to such party exercising or enforcing any of its rights under this Agreement. Notwithstanding the circumstances) issue such press release foregoing, each of the parties shall be entitled to make public statements or make such public statement to disclosures that are substantially consistent with the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation systemAgreed Disclosures; provided, further, that Seller shall provide the foregoing shall not (i) apply Company with a reasonable time to any public statement review and comment on the amendment to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement Schedule 13D of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent Seller (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersaffiliates).
Appears in 2 contracts
Samples: Share Repurchase Agreement (Theravance Biopharma, Inc.), Share Repurchase Agreement (GSK PLC)
Public Announcements. Parent and Neither the Company Acquiror, the Parent, the Seller nor any Affiliate or Representative of such party shall consult with each other before issuing, and give each other issue or cause the reasonable opportunity to review and comment upon, publication of any press release or other public statements announcement or otherwise communicate with any news media in respect to of this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement Agreement without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, howeverexcept as may be required by Law or applicable securities exchange rules, that a in which case the party may, without the prior consent of the other party (but after prior consultation, hereto required to the extent practicable in the circumstances) issue publish such press release or make such public statement announcement shall allow the other party hereto a reasonable opportunity to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) comment on such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any such public statement regarding announcement in advance of such publication. Each of the Seller, the Parent and the Acquiror hereby agrees, to the extent possible and legally permissible, to notify and consult with the other party parties at least 24 hours in advance of filing any notice required by applicable Law. In connection with the transactions contemplated by the Transaction Agreements (a) the Parent, the Seller and their Affiliates and Representatives shall not use the name or Trademarks of, refer to, or identify the Acquiror, its Affiliates, or the likeness of the Peanuts® characters or any other party’s operationscharacter licensed by United Feature Syndicate, directors(including any contraction abbreviation or simulation of any kind of the foregoing), officers in publicity releases, promotional or employees marketing materials, announcements, or advertising, without obtaining the other party’s prior express written consent. In additionconsent of the Acquiror and (b) the Acquiror and its Affiliates and Representatives shall not use the name or Trademarks of, refer to, or identify the Parent, the parties shall coordinate with respect to communications with employeesSeller or their respective Affiliates in publicity releases, supplierspromotional or marketing materials, customersannouncements, agents and other stakeholders regarding post-Closing transitionor advertising, integration and related matterswithout the express written consent of the Parent.
Appears in 2 contracts
Samples: Pledge Agreement (Metlife Inc), Pledge Agreement (American International Group Inc)
Public Announcements. Parent The initial press release with respect to this Agreement and the transactions contemplated hereby shall be a release mutually agreed to by the Company shall consult with each other before issuingand Parent. Thereafter from the date hereof until the Closing Date, none of the Company, the Equityholder Representative or the Parent Parties shall, and give each other the reasonable opportunity to review and comment uponparties shall cause their respective Affiliates (including, any press release or other public statements with respect to the transactions contemplated by Parent Parties, the EWS Family Shareholders) not to, issue or file any report, statement, press release or announcement or otherwise make or file any public statement regarding this Agreement, and shall not issue any such press release Ancillary Agreement or make any such public statement the transactions contemplated hereby or thereby without the prior written consent of the other party Company and Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent unless otherwise required by Applicable Law, court process applicable Law or the rules and or regulations of any national applicable United States securities exchange or national other Governmental Entity to which the relevant party is subject or submits, in which case such party shall advise the other parties hereto and discuss, and reasonably cooperate in good faith with respect to, the contents before issuing or filing any such report, statement, press release, other announcement or other public statement. In addition, except as otherwise required by Law or the rules or regulations of any applicable United States securities quotation system; providedexchange or other Governmental Entity to which the relevant party is subject or submits (in which case such party shall advise the other parties hereto and discuss, furtherand reasonably cooperate in good faith with respect to, that the foregoing shall not (i) apply to contents before issuing or filing any report, statement, press release, announcement or other public statement), no press release, report, statement, announcement or other public statement to shall state the extent containing information that is consistent with the joint press release referred to below amount of any consideration payable hereunder or thereunder or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) material terms set forth in this Section 6.06 Agreement or in any of the Ancillary Agreements without the prior written consent (which consent shall not apply to information referenced under the preceding clauses (xbe unreasonably withheld, conditioned or delayed) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement Company (including if prior to Closing) or, if after the first sentence of this Section) or as required by Applicable LawClosing, no party shall issue any press release or make any public statement regarding Parent and the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersEquityholder Representative.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (E.W. SCRIPPS Co), Agreement and Plan of Merger (E.W. SCRIPPS Co)
Public Announcements. Promptly following the execution and delivery hereof, each Party may issue a press release announcing the execution of this Agreement and the transactions contemplated hereby in the forms previously agreed upon by the Company and Parent. Following such initial press release, (a) Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the transactions contemplated by this Agreement, hereby and (b) neither Parent nor the Company shall not issue any such press release or release, make any such other public statement or schedule any such press conference or conference call without the prior consent of the other party Party (which shall not be unreasonably withheldand, delayed or conditionedin the case of any such action by Parent, the consent of the Special Committee); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) restrictions set forth in this Section 6.06 9.03 shall not apply to information referenced under any release or public statement (i) required by Applicable Law or any applicable listing authority (in which case the preceding clauses Parties shall use commercially reasonable efforts to (x) consult with each other prior to making any such disclosure and consider in good faith any comments proposed by such other Party and (y) to the extent reasonably practicable, cooperate (at the other Party’s expense) in connection with the other Party’s efforts to obtain a protective order), except with respect to such information solely relating to Parent or its business, financial condition (ii) made or results of operations. The parties hereto agree that the initial press release proposed to be issued made by the Company in compliance with Section 7.03 with respect to the transactions matters contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Section 7.03 (or by Parent and in response thereto). Notwithstanding the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In additionforegoing, the parties shall coordinate Parties may make oral or written public announcements, releases or statements without complying with respect the foregoing requirements if the substance of such announcements, releases or statements was publicly disclosed and previously subject to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthe foregoing requirements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonic Financial Corp), Agreement and Plan of Merger (Speedway Motorsports Inc)
Public Announcements. Parent Each Stockholder shall, and the Company shall cause its controlled Affiliates to, consult with each other before issuing, and give each other the reasonable opportunity Special Committee prior to review and comment upon, issuing any press release or other otherwise making public statements announcements, disclosures or communications issued by such Stockholder or its controlled Affiliates with respect to this Agreement, the Merger Agreement, the Parent Share Issuance or any of the other transactions contemplated by this the Merger Agreement, and shall not issue any such press release or make any such press release, public statement without the announcement, disclosure or communication prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior to such consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent except as may be required by Applicable Law, court process applicable Law or the by obligations pursuant to any listing agreement with or rules and regulations of any national securities exchange or national securities interdealer quotation systemservice or by the request of any Governmental Entity, in which case the Person making the disclosure shall give the Special Committee reasonable opportunity to review and comment upon such disclosure or communication to the extent reasonably practicable and legally permitted; providedprovided that, furtherwith respect to any Stockholder that is a partnership, that the foregoing shall not (i) apply to restrict any communications between such Stockholder and its or its Affiliates’ direct or indirect limited partners; provided that such communications do not contain any material non-public statement information and do not include any statements that could reasonably be construed as critical or adverse to the extent containing information Mergers, the Parent Share Issuance or the other transactions contemplated by the Merger Agreement or this Agreement or that is consistent with would constitute a Change of Parent Recommendation if made by the joint press release referred to below Parent Board or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement committee of the reasons of Parent Board. Notwithstanding the Company Board for making such Company Adverse Recommendation Changeforegoing, and the right of consent (but not the obligation each Stockholder hereby agrees to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by permit Parent and the Company. Except as expressly contemplated by this Agreement Company to publish and disclose in the Joint Proxy Statement (including all documents filed with the first sentence SEC in accordance therewith), such Stockholder’s identity and beneficial ownership of the Subject Shares or other equity interests of Parent and the nature of such Stockholder’s commitments, arrangements and understandings under this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersAgreement.
Appears in 2 contracts
Samples: Voting Agreement (Eidos Therapeutics, Inc.), Voting Agreement (KKR Genetic Disorder L.P.)
Public Announcements. Each of Parent and Merger Sub, on the Company shall one hand, and the Company, on the other hand, shall, to the extent reasonably practicable, consult with each other before issuing, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, the Merger and the other transactions contemplated hereby; provided, that neither Parent nor the Company shall not issue any such press release or make any such public statement announcement without the prior consent of the other party (other, which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party except (but after prior consultation, to the extent practicable in the circumstancesi) issue such press release or make such public statement to the extent as may be required by Applicable applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply by obligations pursuant to any public statement to the extent containing information that is consistent listing agreement with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06NYSE, (ii) with respect to any communication regarding an Acquisition Proposal in accordance with Section 5.02(e5.4(f) or an Adverse Recommendation Change in accordance with Section 5.4 or (iii) for any statements, including, without limitation, statements by Parent in any prospectus, “road show” materials, press release, or other written materials in connection with any issuance of Parent Common Stock or notes or other capital raising initiatives in connection with the event of a Merger, that are consistent in tone and substance with previous press releases, public disclosures or public statements made by Parent or the Company Adverse Recommendation Change (or jointly made by Parent and the Company, if applicable) in compliance with this Section 5.02(d)5.15; provided further, that Parent shall not be required to consult with or provide an opportunity to review and comment to the Company’s Company so long as such statements are consistent in tone and substance with previous written press releases, written public statement containing (x) such disclosures or other written statements made by it in compliance with this Section 5.15. If either Parent or Company Adverse Recommendation Change and (y) determines, after consultation with outside counsel, that a statement of or disclosure is required by applicable Law, such parties statement or disclosure shall not require consent from the reasons of other party, but the Company Board for making other party, to the extent practicable, shall be given a reasonable opportunity to review and comment upon such Company Adverse Recommendation Changestatement or disclosure, and the right of consent (but not party making such statement or disclosure shall consider in good faith any such comments received. Notwithstanding the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under foregoing, Parent and the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto Company agree that the initial press release to be issued releases with respect to the transactions contemplated hereby following execution of by this Agreement will be a joint press release and shall be in a form agreed to separate press releases issued by each Parent and the Company. Except Company in substantially the form attached hereto as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents Exhibit D-1 and other stakeholders regarding post-Closing transition, integration and related mattersExhibit D-2.
Appears in 2 contracts
Samples: Trust Agreement (Bluegreen Vacations Holding Corp), Trust Agreement (Hilton Grand Vacations Inc.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed to by each of the Parent Entities and the Company. Thereafter, except with respect to any release of public statement (x) expressly permitted by and in accordance with Section 7.03, (y) relating to a termination pursuant to Section 9.01 or Section 9.03 or (z) in connection with any dispute between the parties, each of the Parent Entities and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to this Agreement or any of the transactions contemplated Transactions, except to the extent public disclosure is required by this Agreementapplicable Law or the rules or regulations of the NYSE or any United States national securities exchange on which the Shares are then traded, and in which case the issuing party shall not issue use its reasonable best efforts to consult with the other party before issuing any such press release or make making any such public statement without statements. Notwithstanding the prior consent foregoing or the terms of the other Confidentiality Agreement, each party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party hereto may, without the prior consent of the other party (but after prior such consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement in response to questions from the extent containing press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in documents (including exhibits and all other information that is incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent with the joint previous press release referred to below or any other release releases, public disclosures or public statement previously issued statements made jointly by the parties hereto (or made individually in accordance with this Section 6.067.07). Notwithstanding the foregoing, the Parent Entities, the Merger Subs, the Guarantors and their respective Affiliates may, without such consultation or consent, make disclosures and communications (iia) to existing or prospective general and limited partners, equity holders, members, managers and investors of such Person or any communication Affiliates of such Person, in each case who are subject to customary confidentiality restrictions, and (b) on such Person’s website in the ordinary course of business so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties hereto (or individually) in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters7.07.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emanuel Ariel), Agreement and Plan of Merger (Endeavor Group Holdings, Inc.)
Public Announcements. Parent and During the Pre-Closing Period, neither the Company shall consult with each other before issuing, and give each other on the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of one hand nor Parent on the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party hand shall issue any press release or make any public statement regarding this Agreement or the Merger, or regarding any of the other party or transactions contemplated by this Agreement, without the prior written consent of the other party’s operations. Except as may be required by Applicable Law, directorstreaty, officers rule or employees regulation of any Governmental Body or judicial process, from and after the Closing, the Company Stockholders and the Stockholder’ Representative agree to, and shall cause their Affiliates and Representatives to: (a) treat and hold as confidential (and not disclose or provide access to any Person) all confidential, nonpublic information of Parent, Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, including without obtaining limitation confidential non-public information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of Contracts, operations methods, product development techniques and all other confidential or proprietary information with respect to Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, (b) in the event that a Company Stockholder, the Stockholders’ Representative or any of their respective Affiliates or Representatives becomes legally compelled to disclose any such information, provide Parent with prompt written notice of such requirement so that Parent may seek a protective order or other party’s prior written consentremedy or waive compliance with this Section 5.4, and (c) in the event that such protective order or other remedy is not obtained, or Parent waives compliance with this Section 5.4, furnish only that portion of such confidential information that is legally required to be provided and exercise its commercially reasonable efforts to, to the extent allowable by applicable Legal Requirements, treaty, rule or regulation of any Governmental Body, obtain assurances that confidential treatment will be accorded such information; provided, however, that this sentence shall not apply to any information that (w) enters the public domain other than as a result of a breach of this Section 5.4, (x) becomes known from or through a third party not under an obligation of non-disclosure or (y) was independently developed by a Company Stockholder or its Affiliates or Representatives without using any such information belonging to Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates; and provided, further, however that, with respect to Intellectual Property of Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, specific information shall not be deemed to be within the foregoing exception merely because it is embraced in general disclosures in the public domain. In addition, the parties shall coordinate with respect to communications with employeesIntellectual Property of Merger Sub I, suppliersMerger Sub II, customersInterim Surviving Corporation, agents the Surviving Company or any of their Affiliates, any combination of features shall not be deemed to be within the foregoing exception merely because the individual features are in the public domain unless the combination itself and other stakeholders regarding post-Closing transition, integration and related mattersits principle of operation are in the public domain.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.)
Public Announcements. The Company, Parent and the Company Merger Sub shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other Financing Disclosure or making any public statements statement with respect to this Agreement or the transactions contemplated by this Agreement, Transactions and shall not issue any such press release or Financing Disclosure or make any such public statement without the prior consent of the other party (which shall other, such consent not to be unreasonably withheld, delayed conditioned or conditioned); provideddelayed. Notwithstanding the foregoing, however(a) any such press release, that a Financing Disclosure or public statement as may be required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the party may, without making the prior consent of release or statement has used its reasonable best efforts to consult with the other party party, (but after prior consultationb) the first sentence of this Section 6.6 shall not apply with respect to a Company Recommendation Change (or any responses thereto), a Parent Recommendation Change (or any responses thereto) or a communication made pursuant Section 5.2(f) or Section 5.3(f) (or any responses thereto), (c) the first sentence of this Section 6.6 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement, (d) the first sentence of this Section 6.6 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 6.6, to the extent practicable replicated in the circumstances) issue such whole or in part in any subsequent press release or make such public statement to other announcement, and (e) the extent required by Applicable Law, court process or the rules and regulations first sentence of any national securities exchange or national securities quotation system; provided, further, that the foregoing this Section 6.6 shall not (i) apply to any public statement regarding the Transactions in response to questions from the extent containing information that is consistent press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as such statements are not inconsistent with the joint previous press release referred to below or any other release releases, public disclosures or public statement previously issued or statements made jointly by the parties and otherwise in accordance compliance with this Section 6.066.6 and do not reveal material nonpublic information regarding this Agreement or the Transactions. As used above, (ii) “Financing Disclosure” means any communication reference to, or information in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)connection with, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, Merger and the right of consent (but not the obligation to consult) set forth Transactions that is included in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release any documents to be issued filed with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement any person (including the first sentence SEC), issued, published and/or distributed by the Company, Parent or Merger Sub in connection with any financing transaction to be entered into by any of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthose parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IHS Markit Ltd.), Agreement and Plan of Merger (S&P Global Inc.)
Public Announcements. The Company and Parent agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be in a form agreed to by the Company parties and that the parties shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other making any public statements announcement with respect to this Agreement and the transactions contemplated by this Agreementhereby and, and except as provided in Section 5.3(g), shall not issue any such press release or make any such public statement announcement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process applicable Law or the applicable rules and regulations of any national securities exchange or national securities quotation systemstock exchange; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)5.3, the Company’s Company may make a public statement containing (xi) such Company Adverse Recommendation Change and (yii) a statement of the reasons of the Company Board of Directors for making such Company Adverse Recommendation ChangeChange and, and in such event, the right of consent (but not the obligation to consult) set forth in this Section 6.06 5.8 shall not apply to information referenced under the preceding clauses (x) and (y), except only with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that Notwithstanding the initial press release foregoing, Parent or the Company may include disclosures relating to be issued with respect to this Agreement, the Merger and the transactions contemplated hereby following execution of this Agreement will be a joint herein in its respective periodic filings with the SEC without seeking consent from, or consulting with, the other party, so long as such disclosures are substantially similar to the information contained in previous press release and shall be in a form agreed to releases, public disclosures or public statements made jointly by Parent and the Company. Except as expressly contemplated Company (or made individually by this Agreement (including the first sentence Company or Parent, if previously consented to by the other party); provided, further, that each of this Section) or as required by Applicable Law, no party shall issue any press release or Parent and the Company may make any public statement regarding in response to specific questions by the other party press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are substantially similar to the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually by a party, if previously consented to by the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conversant, Inc.), Agreement and Plan of Merger (Alliance Data Systems Corp)
Public Announcements. Parent and The PARTIES agree that the Company public announcements by the PARTIES of the execution of this Agreement shall consult be substantially in the form of the press release attached as Appendix B-1, with each other before issuingrespect to SALIX, and give B-2, with respect to EISAI, and shall cooperate in the issuance thereof as soon as practicable after the execution of this Agreement unless otherwise agreed by the PARTIES. In addition, the PARTIES recognize that each other the reasonable opportunity PARTY may from time to review time desire to issue additional press releases and comment upon, any press release or make other public statements with respect to or disclosures regarding the transactions contemplated by subject matter of this Agreement, and hereby agree that such publication shall be permitted without the other PARTY’s consent, to the extent that such additional releases or statements do not issue contain information beyond that included in the press releases attached as Appendix B-1 or B-2 or in subsequent press releases approved in writing by both PARTIES. Except as provided in the foregoing two (2) sentences, SALIX and EISAI each agrees not to disclose any such press release terms or conditions of this Agreement to any THIRD PARTY or to make any such public statement about this Agreement without the prior written consent of the other party PARTY (which shall not be unreasonably withheldwithheld or delayed), delayed except as is required by applicable law, rule or conditioned)regulation or the rules of any stock exchange or automated quotation system on which the stock of a PARTY is traded; providedprovided that if this Agreement is required to be filed as part of any public document, however, that a party may, without the prior consent of the other party (but after prior consultationfiling PARTY shall, to the fullest extent practicable permitted under such law, rule or regulation, request that confidential treatment be afforded to this Agreement; provided further that either PARTY may allow a THIRD PARTY to review this Agreement as part of an overall due diligence examination of such PARTY in connection with any potential financing, acquisition, disposition or other business combination provided that such THIRD PARTY has agreed to maintain the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement confidentiality of the reasons terms of the Company Board for making such Company Adverse Recommendation Change, this Agreement and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to use such information solely relating for the purpose of such due diligence investigation pursuant to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be written agreement having terms at least as protective as those contained in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersSection 6.12.
Appears in 2 contracts
Samples: Promotion Agreement, Co Promotion Agreement (Salix Pharmaceuticals LTD)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other have agreed upon the reasonable opportunity to review and comment upon, any initial joint press release or other public statements with respect to the transactions contemplated by execution of this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) will issue such press release or make such public statement to promptly following the extent required by Applicable Law, court process execution of this Agreement. From and after the date of this Agreement until the earlier of the Effective Time or the rules date, if any, on which this Agreement is terminated pursuant to Article 7, so long as this Agreement is in effect, Parent and regulations of any national securities exchange or national securities quotation system; providedMerger Sub, further, that on the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Changeone hand, and the right Company, on the other, and any of consent (but not the obligation to consult) set forth in this Section 6.06 their respective affiliates, shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding with respect to the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the listing agreement with or the listing rules or regulations of a national securities exchange or trading market on which securities of such party are listed, or governmental body to which the relevant party is subject, in which case the party required to make the press release or announcement shall use its commercially reasonable efforts to allow each other party’s operations, directors, officers party reasonable time to comment on such press release or employees without obtaining announcement in advance of such issuance. Notwithstanding the other party’s prior written consent. In additionforegoing, the restrictions set forth in this Section 5.8 shall not apply to any public press release or public announcement (x) made or proposed to be made in connection with a Competing Proposal, a Superior Proposal, a Company Change of Recommendation or a Company Intervening Event or any action taken pursuant thereto, in each case, that does not violate Section 5.5 or (y) in connection with any dispute between the parties regarding this Agreement or the Transactions. The press release announcing the execution and delivery of this Agreement shall coordinate not be issued prior to the approval of each of the Company and Parent. The Company shall file one or more current reports on Form 6-K with respect to communications with employees, suppliers, customers, agents the SEC attaching the announcement press release and other stakeholders regarding post-Closing transition, integration and related mattersa copy of this Agreement as exhibits.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxlinear Inc), Agreement and Plan of Merger (Maxlinear Inc)
Public Announcements. Parent Group and the Company shall consult with use commercially reasonable efforts to develop a joint communications plan and each other before issuing, party shall use commercially reasonable efforts to ensure that all press releases and give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated hereby shall be consistent with such joint communications plan. Unless otherwise required by this Agreementapplicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, and shall not issue except for any such matters referred to in Section 5.02(c) or 5.02(d), (x) prior to the issuance by the Company of any press release or make any such other public statement without or disclosure concerning this Agreement or the prior transactions contemplated hereby, the Company shall obtain the consent of the other party (Parent, which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement prior to the issuance by Parent Group of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial any press release to be issued with respect to or other public statement or disclosure concerning this Agreement or the transactions contemplated hereby following execution hereby, Parent Group shall obtain the consent of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company, which consent shall not be unreasonably withheld or delayed. Except as expressly contemplated by this Agreement (including In addition to the first sentence foregoing, except to the extent disclosed in or consistent with the Proxy Statement in accordance with the provisions of this Section) Section 5.01, or as unless otherwise required by Applicable Lawapplicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange or NASDAQ, no party neither Parent Group nor the Company shall issue any press release or otherwise make any public statement regarding or disclosure concerning the other party or the other party’s operationsbusiness, directors, officers financial condition or employees results of operations without obtaining the consent of the other party’s prior written consent. In addition, the parties which consent shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersnot be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (Northwestern Corp)
Public Announcements. The Company and Parent and the Company shall consult with each other before issuing, and give will provide each other the reasonable opportunity to review and reasonably comment upon, and use reasonable best efforts to agree on, any press release or other public statements with respect to the transactions contemplated by this Agreementhereby, and shall not issue any such press release or make any such public statement without the prior written consent of the other party Party (which shall not be unreasonably withheld, delayed or conditioned), except as either Party, after consultation with outside counsel, may determine is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or stock market if it has used reasonable best efforts to consult with the other Party prior thereto regarding the timing, scope and content of any such press release or public statement; provided, however, that a party mayno such consultation shall be required to make any disclosure or otherwise take any action expressly permitted by Section 5.3 (or for Parent to respond to any such disclosure or action). In addition, without the prior consent of the other party except (but after prior consultation, i) to the extent practicable disclosed in or consistent with the circumstancesRegistration Statement or Proxy Statement in accordance with the provisions of Section 5.4, (ii) issue such press release or make such public statement to the extent required by Applicable Lawnecessary to comply with such Party’s periodic reporting obligations under the Exchange Act, court process or the rules and regulations of (iii) for any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made consent given in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) 5.9 or (iiiiv) in the event of a Company Adverse Recommendation Change made in compliance with as expressly permitted by Section 5.02(d5.3 (or for Parent to respond to any such disclosure or action), the Company’s neither Party shall issue any press release or otherwise make any public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of or disclosure concerning the reasons of other Party or the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its other Party’s business, financial condition or results of operationsoperations without the consent of such other Party, which consent shall not be unreasonably withheld, delayed or conditioned. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a the form agreed to by Parent the parties. Notwithstanding the foregoing, after the issuance of any press release or the making of any public statement with respect to which the consultation procedures set forth in this Section 5.9 have been followed, either Party may issue such additional publications or press releases and make such other customary announcements without consulting with any other Party hereto so long as such additional publications, press releases and announcements do not disclose any non-public information regarding the Company. Except as expressly transactions contemplated by this Agreement (including beyond the first sentence of this Section) or as required by Applicable Lawscope of, no party shall issue any and are reasonably consistent in tone and tenor with, the disclosure included in the press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and which the other stakeholders regarding post-Closing transition, integration and related mattersParty had been consulted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Expedia Group, Inc.), Agreement and Plan of Merger (Liberty Expedia Holdings, Inc.)
Public Announcements. Parent Other than as required by a Party or its Affiliates to comply with applicable laws or regulations, each Party agrees that the terms of this Agreement are Confidential Information and neither Party shall make any public announcement disclosing the Company shall terms of this Agreement without the prior written consent of the other Party (not to be unreasonably withheld) and shall, if required by law to make such public announcement: (a) to the extent possible, notify the other Party if it anticipates that it may be required to make such public announcement; (b) provide such other Party with a copy of such public announcement, or the relevant portions thereof, a reasonable time prior to its release (and any revisions to such public announcement a reasonable time prior to the release thereof); (c) consult with each and follow any reasonable directions from the other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements Party with respect to disclosures in such public announcement; and (d) if disclosure cannot be avoided, only disclose Confidential Information to the transactions contemplated by extent necessary to comply with law. LICR and 4-AB anticipate that they may desire to issue joint or individual press releases upon execution of this Agreement, and shall not issue any such press release or make any such public statement without on the prior consent occurrence of the other party significant development milestones (which for LICR shall not be unreasonably withheld, delayed or conditionedrelate to Select Licensed Products); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, each case the parties Parties shall coordinate with respect thereto. 4-AB and its Affiliates shall be entitled to communications disclose the results of their research, development and commercialization activities related to this Agreement in their sole and absolute discretion. 4-AB and its Affiliates will not use the names of a Licensor or the names of any of a Licensors officers, scientific faculty or researchers without such Licensor’s prior written consent in any press release, advertising or promotional materials. Public announcements and statements by 4-AB and its Affiliates reporting significant advances in the development and commercialization of Select Licensed Products will acknowledge Licensors’ role in the discovery and validation of the Licensed Antibody(s), consistent with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthe provisions of Appendix B attached hereto.
Appears in 2 contracts
Samples: License Agreement (Agenus Inc), License Agreement (Agenus Inc)
Public Announcements. Parent and Prior to the Company Closing, the Parties shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release release, announcing or disclosing to employees of the Parties other than senior executives, making any other public statements statement, or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the transactions contemplated by this Agreementhereby, and except as may be required by applicable Law (including Franchise Law), order of a court of competent jurisdiction or the rules of Nasdaq or any other national securities exchange or association, shall not issue any such press release release, make such announcement or disclosures to employees other than senior executives, make any such other public statement or schedule any such press conference or conference call before any required consultation as contemplated by this Section 5.11; provided, that after the issuance of a press release, Buyer’s investor relations personnel may discuss with investors the information included in all press releases and public statements previously released or made, including in the BFI Reports. Following the Closing, no public announcement, press release or disclosure will be made by any Seller or such Seller’s Affiliates or representatives with respect to the subject matter of this Agreement or the transactions contemplated herein, including the existence and terms of this Agreement, without obtaining the prior written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned)Buyer; provided, however, that a party may, without the prior consent provisions of the other party this Section 5.11 will not prohibit (but after prior consultation, to the extent practicable in the circumstancesi) issue such press release or make such public statement to the extent any disclosure required by Applicable any applicable Law, court process including any disclosure necessary or desirable to provide proper disclosure under the securities Laws or under any rules and or regulations of any national securities exchange on which the securities of such party may be listed or national securities quotation system; providedtraded, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change disclosure made in compliance connection with Section 5.02(d)the enforcement of any right or remedy relating to, or the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement performance of the reasons of the Company Board for making such Company Adverse Recommendation Changeany obligation arising under, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent Agreement or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersherein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Public Announcements. Parent and the Company 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 with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and Transactions shall be in a form mutually agreed to by Parent the parties hereto, and shall be issued as promptly as practicable following the Companyexecution of this Agreement. Except as expressly contemplated by Tempranillo and Lafite shall consult with each other before issuing any other press release, or scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to consult with each other before making any other public statement, in each case, with respect to this Agreement (including or the first sentence of this Section) or as required by Applicable LawTransactions, no party and shall not issue any such press release or make any such other public statement regarding relating to this Agreement or the Transactions without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except for any such release or announcement that Tempranillo or Lafite determines, after consultation with outside legal counsel, is required by Applicable Law or any listing agreement with or rule of any national or foreign securities exchange or association upon which the securities of Lafite or Tempranillo, as applicable, are listed, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, that nothing in this Section 8.05 shall prohibit or limit either party from (i) making any public statement in response to questions from the press, analysts, investors or those attending industry conferences, making internal announcements to employees and making disclosures in the Lafite SEC Documents and the Tempranillo SEC Documents, as applicable, so long as such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements approved in advance by the other party’s operations, directorsor (ii) making any public statement, officers internal announcements to employees or employees without obtaining disclosures in the Lafite SEC Documents and the Tempranillo SEC Documents in respect of a Lafite Adverse Recommendation Change or Tempranillo Adverse Recommendation Change, as applicable; provided, further, that the foregoing proviso shall not in any way effect any other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersprohibition or limitation contained in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teladoc Health, Inc.), Agreement and Plan of Merger (Livongo Health, Inc.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent and thereafter Parent and the Company shall use their respective reasonable best efforts to consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any further press release or other otherwise making any public statements statement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Merger, this Agreement or any of the other transactions contemplated by this Agreement. Notwithstanding the foregoing: (a) each of the foregoing parties may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, communicate with employees, suppliers, customers, partners or vendors, and shall not make disclosures in Company SEC Reports, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) a party may, without such consultation, issue any such press release or make any such public announcement or statement without as may be required by requirements under Law or regulations of any applicable United States securities exchange on which the prior consent shares of the other capital stock of such party (which shall not be unreasonably withheld, delayed or conditioned)are listed; provided, however, that a such party may, without the prior consent of the other party (but after prior consultationshall, to the extent practicable permitted by Law or such regulation, nonetheless consult with the other in advance of such release, announcement or statement, and (c) subject in each case to compliance with Section 7.4, the circumstances) issue such Company need not consult with Parent in connection with any press release or make such release, public statement or filing to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously be issued or made in accordance with this pursuant to Section 6.06, (ii) any communication in accordance with Section 5.02(e) 7.4 or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent any Change in Recommendation, Acquisition Proposal or its businessSuperior Proposal. Nothing herein shall preclude any party from initiating, financial condition prosecuting or results defending against any litigation between the parties arising out of operations. The parties hereto agree that the initial press release to be issued with respect to this Agreement or the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattershereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.)
Public Announcements. Except as otherwise contemplated by Section 5.5 (Non-Solicitation) or in connection with any dispute among the parties regarding this Agreement, the Company, Parent and the Company Merger Sub shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to this Agreement or the transactions contemplated by this Agreementhereby, and none of the parties or their respective Affiliates shall not issue any such press release or make any such public statement without the prior consent of to obtaining the other party parties’ consent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, howeverexcept that no such consent shall be necessary to the extent disclosure may be required by Law, that a Order or applicable stock exchange rule or any listing agreement of any party hereto (and in such event, such party shall use its reasonable best efforts to consult with the other party prior to such disclosure) or is consistent with prior written communications previously consented to by the other parties. In addition, the Company may, without the prior consent Parent’s or Merger Sub’s consent, communicate to its investors, employees, customers, suppliers, consultants, Financing Sources (and Representatives of the other party (but after prior consultation, to the extent practicable in the circumstancesFinancing Sources) issue and Debt Financing Sources Related Parties; provided that such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that communication is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons prior communications of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form any plan previously agreed to by Parent and the CompanyCompany in which case such communications may be made consistent with such plan. Except For the avoidance of doubt, the foregoing shall not restrict Parent’s or its Affiliates’ disclosure of information regarding the transactions contemplated hereby, including information related to Parent’s determination to enter into this Agreement, in connection with fundraising, marketing, informational or reporting activities so long as expressly contemplated by such disclosures are made pursuant to a confidentiality agreement having provisions as to the confidential treatment of information that are not materially less favorable in the aggregate to the Company than the confidentiality provisions of the Confidentiality Agreement. For the avoidance of doubt, this Agreement Section 5.8 shall not apply to or otherwise restrict any Company communication (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any a press release or make any other public statement statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the other party or Company from and after a Change of Recommendation by the other party’s operations, directors, officers or employees without obtaining board of directors of the other party’s prior written consentCompany. In additionNotwithstanding anything herein to the contrary, the parties shall coordinate Company and its Representatives, the Financing Sources (and their Representatives) and/or the Debt Financing Sources Related Parties may make customary disclosures and communications to potential financing sources in relation to obtaining any Financing so long as such persons enter into a confidentiality agreement and a clean team agreement, as applicable, with respect the Company, in each case, having provisions as to communications with employeesthe confidential treatment of information that are not materially less favorable in the aggregate to the Company than the confidentiality provisions of the Confidentiality Agreement and the Clean Team Agreement, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersrespectively.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity The Parties agree that prior to review and comment upon, making any press release public announcement or other public statements statement with respect to this Agreement or the transactions contemplated by transaction represented herein permitted under this AgreementSection 16.6, the Party desiring to make such public announcement or statement shall provide the other Parties with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Parties shall thereafter consult with the Party desiring to make the release, and the Parties shall not issue any such press release exercise their reasonable efforts to (i) agree upon the text of a joint public announcement or make any such public statement without to be made by all Parties or (ii) in the prior consent case of a statement to be made solely by one Party, obtain approval of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, Parties to the extent practicable text of a public announcement or statement. Nothing contained in this Section 16.6 shall be construed to require any Party to obtain approval of any other Party to disclose information with respect to this Agreement or the circumstances) issue such press release or make such public statement transaction represented herein to any Governmental Authority to the extent required by Applicable LawLaw or necessary to comply with disclosure requirements of the Securities and Exchange Commission, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below New York Stock Exchange or any other release or public statement previously issued or made in accordance with this Section 6.06regulated stock exchange. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]
Appears in 2 contracts
Samples: Gathering and Disposal Agreement (Oasis Midstream Partners LP), Transportation Services Agreement (Oasis Midstream Partners LP)
Public Announcements. Each of the Parent Parties, on the one hand, and the Company shall Company, on the other hand, shall, to the extent reasonably practicable, consult with each other before issuing, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, the Mergers and the other transactions contemplated hereby and shall not issue any such press release or make any public announcement prior to such public statement without the prior consent of the other party (which shall not consultation and review, except as may be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable applicable Law, court process or the rules and regulations of by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; providedprovided that, furthernotwithstanding the foregoing, that a Party may, without providing the foregoing shall not (i) apply to any other Parties the opportunity for such consultation and review, issue a press release or make a public statement to the extent containing information that is consistent with the joint prior press release referred to below or any other release releases or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change statements made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent 5.11 or its business, financial condition any communication plan or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form strategy previously agreed to by Parent and the Company. Except as expressly contemplated by For the avoidance of doubt, nothing in this Agreement Section 5.11 shall (including i) prevent Parent or the first sentence of this Section) or as required by Applicable Law, no party shall issue Company from issuing any press release or make making any public statement in the ordinary course that does not relate specifically to this Agreement or the transactions contemplated hereby, (ii) be deemed to restrict the ability of any Party to communicate to its employees or Representatives in a manner that would not be reasonably be expected to require public disclosure by the disclosing Party, (iii) be deemed to require the Company to consult with or obtain any approval from Parent with respect to a public announcement or press release issued in connection with the receipt and existence of a Superior Proposal or proposal that would reasonably be expected to lead to a Superior Proposal, and matters related thereto, or an Adverse Recommendation Change, other than as set forth in Section 5.2 or (iv) prevent Parent or, subject to Section 5.2, the Company from making any public statement in connection with any dispute among the Parties regarding this Agreement, the other party Mergers or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any The initial press release or other public statements with respect to the transactions contemplated by this Agreement, the Merger and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will shall be a joint press release mutually agreed upon by the Company and Parent. Thereafter, none of the parties shall be in a form agreed to by Parent (and each of the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Sectionparties shall cause its representatives and affiliates, if applicable, not to) or as required by Applicable Law, no party shall issue any press release or make any public statement announcement concerning this Agreement, the Merger or the other transactions contemplated hereby without obtaining the prior written consent of (a) the Company, in the event the disclosing party is Parent, the Purchaser, any of its affiliates or any Parent Representative, or (b) Parent, in the event the disclosing party is the Company, or any Company Representative, in each case, with such consent not to be unreasonably conditioned, delayed or withheld; provided, however, that (i) if a party determines, based upon advice of counsel, that a press release or public announcement is required by applicable Law or the rules or regulations of any applicable stock exchange, such party may make such press release or public announcement, in which case the disclosing party shall use its commercially reasonable efforts to provide the other parties reasonable time to comment on such release or announcement in advance of such issuance, (ii) this Section 5.7 shall terminate upon a Adverse Recommendation Change and (iii) each of the parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other party parties, the Merger or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Red Cat Holdings, Inc.), Agreement and Plan of Merger (Red Cat Holdings, Inc.)
Public Announcements. Parent and the Company No Party shall consult with each other before issuingissue or make any public announcement, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to disclosure regarding this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement hereby without the prior consent approval of Forest (in the other party case of Purchaser) or Purchaser (in the case of any Seller), which approval shall not be unreasonably withheld, delayed conditioned or conditioned); provideddelayed, howeverexcept for any such disclosure that is, that a party may, without in the prior consent opinion of the other party (but after prior consultationdisclosing Party’s counsel, required by applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed. If a Party is, in the opinion of its counsel, required by applicable Law or the rules of a stock exchange on which its securities are listed to make a public disclosure, such Party shall submit the proposed disclosure in writing as far in advance of the disclosure as practicable, to Forest (with respect to Purchaser) and Purchaser (with respect to any Seller) and provide Forest or Purchaser, as the extent practicable case may be, a reasonable opportunity to comment thereon. The disclosing Party shall consider in good faith any comments provided by the circumstances) issue such reviewing Party or Parties. The contents of any public announcement, press release or make such other public statement to the extent required by Applicable Law, court process disclosure that has been reviewed and approved or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below foregoing may then be re-released by any Party. Notwithstanding the foregoing, without a requirement for advance notice or any other release or public statement previously issued or made in accordance with this Section 6.06re-approval, (ii) any communication in accordance with Section 5.02(e) or (iii) in Purchaser, on the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Changeone hand, and the right of consent (but not Seller, on the obligation other hand, may, following the date hereof, make internal announcements to consult) set forth their respective employees and Affiliates or public announcements, in each case, that are consistent with a communications plan agreed upon by the Parties. From and after the Closing, the foregoing restrictions in this Section 6.06 11.1 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersPurchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Actavis PLC)
Public Announcements. Parent The Parties have agreed upon the content of press release(s) which shall be issued substantially in the form attached hereto as Schedule 7.4, the release of which the Parties shall coordinate in order to accomplish such release at a time following execution of the Agreement to be agreed upon by the Parties. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable Law, any Regulatory Authority (including filings with the Securities and Exchange Commission or other agency) or the Company shall consult rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted). In the event a Party is, in the opinion of its counsel, required by Applicable Law, any Regulatory Authority (including filings with each the Securities and Exchange Commission or other before issuingagency) or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, and give each notwithstanding anything to the contrary in Section 7.2, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned)thereon; provided, however, that if a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent Party is required by Applicable Law, court process any Regulatory Authority (including filings with the Securities and Exchange Commission or other agency) or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), stock exchange on which the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement securities of the reasons disclosing Party are listed (or to which an application for listing has been submitted) to disclose this Agreement, such Party shall prepare a proposed redacted version of the Company Board this Agreement to request confidential treatment for making such Company Adverse Recommendation Changethis Agreement, and the right other Party may promptly (and in any event, no less than [***] after receipt of consent (but not the obligation to consultsuch proposed redactions) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y)provide its comments, except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and which comments shall be considered in a form agreed good faith by the Party required to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterssuch disclosure.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Precision Biosciences Inc), Collaboration and License Agreement (Precision Biosciences Inc)
Public Announcements. Except with respect to (a) a Company Adverse Recommendation Change, a Company Recommendation Change Notice, a Company Takeover Proposal, a Superior Company Proposal or any matter related to any of the foregoing, in each case, that is made in compliance with Section 5.03, (b) any dispute between or among the Parties regarding this Agreement or the transactions contemplated hereby, (c) a public statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement, including in investor conference calls, Company Reports, Q&As or other publicly disclosed documents, in each case under this clause (c), to the extent such disclosure is still factually accurate (and not materially misleading) or (d) Parent, Sponsors or their respective Affiliates, any communications that are disclosures or communications to existing or prospective general or limited partners, equityholders, members, managers, investors, underwriters, initial purchasers, solicitation agents, existing and potential lenders (and related agents) of Parent, Sponsors or any of their respective Affiliates, the Debt Financing Parties or otherwise in connection with efforts or activities by Parent, Sponsors or the Debt Financing Parties to obtain the Financing, in each case, who are subject to customary confidentiality restrictions, Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release or other written public statements statement with respect to this Agreement or the transactions contemplated by this Agreementhereby, including the Merger, and shall not issue any such press release or make any such written public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior to such consultation, to the extent practicable in the circumstancesexcept as such Party reasonably concludes (based upon advice of its outside legal counsel) issue such press release or make such public statement to the extent may be required by Applicable applicable Law, court process or by obligations pursuant to the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto Company and Parent agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and or the Merger shall be in a form agreed to by Parent and the CompanyParties. Except as expressly Nothing in this Section 6.07 shall limit the ability of any Party to make internal announcements to its respective employees that are consistent in all material respects with the prior public disclosures regarding the transactions contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allete Inc), Agreement and Plan of Merger (Allete Inc)
Public Announcements. Parent and Following the date hereof, the Company shall consult be permitted to issue a press release in compliance with each other before issuing, Rule 135 under the Securities Act and give each other file the reasonable Private Placement Memorandum with disclosure relating to this Agreement and the transactions contemplated hereby and to file this Agreement with the Private Placement Memorandum or a subsequent amendment. Each Investor shall have the opportunity to review and comment upon, any on the press release prior to its issuance and to review and comment on any portion of the Private Placement Memorandum or other public statements with respect to any amendment thereto that describes the transactions contemplated by this Agreementhereunder or such Investor, which review and comment shall not issue be provided as expeditiously as possible and in any event within 24 hours of delivery. Any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, in form and substance reasonably satisfactory to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) Investors. Except as set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y)previous sentence, except with respect to such information solely relating to Parent or its businessnone of the Company, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent Offerees and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall Investors will issue any press release or make any public statement regarding statements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other party hereto, except to the extent such party reasonably believes such press release or public statement is required by applicable law or stock market regulations; provided, however that the other party’s operationsCompany and the Investors may make reasonable public statements consistent with prior public statements otherwise permitted under this Section 9.12; and provided, directorsfurther, officers or employees without obtaining that following the other party’s prior written consent. In additionClosing, (i) General Atlantic LLC may disclose on its worldwide web page, xxx.xxxxxxxxxxxxxxx.xxx, the parties shall coordinate with respect name of the Company, the name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the Company’s logo, and (ii) the Apax Purchaser (or an Affiliate thereof) may disclose on the worldwide web page, xxx.xxxx.xxx, the name of the Company, the name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the Company’s logo. Notwithstanding the foregoing, the Company and the Offerees will not use or refer to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthe name of any Investor in any public statement or disclosure without the consent of such Investor except to the extent that such party reasonably believes such statement or disclosure is required by applicable law or stock market regulations.
Appears in 2 contracts
Samples: S Rights Agreement (Apax Europe VI-1 LP), S Rights Agreement (SouFun Holdings LTD)
Public Announcements. Each of the Company, Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press Merger Sub agrees that no public release or other public statements announcement concerning the Transactions (including any communication required to be filed with respect the SEC pursuant to Rule 14a-12 promulgated under the transactions contemplated Exchange Act) will be issued by this Agreement, and shall not issue or on behalf of any such press release of them or make any such public statement their Subsidiaries without the prior written consent of the other party Company (as to any release by Parent or its Affiliates), and Parent (as to any release by the Company or its Subsidiaries), which shall consent of such Parties will not be unreasonably withheldwithheld or delayed, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue except as such press release or make such public statement to the extent announcement may be required by Applicable Law, court process applicable Law or the rules and or regulations of any applicable national securities exchange or national securities quotation system; providedGovernmental Entity to which the relevant party is subject, further, that in which case the foregoing shall not (i) apply party required to any public statement to make the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued announcement will use its reasonable best efforts to allow each other party reasonable time to comment on such release or made announcement in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event advance of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operationsissuance. The parties hereto Company, Parent and Merger Sub agree that the initial press release to be issued with respect to announcing the transactions contemplated hereby following execution and delivery of this Agreement will be a joint press release and shall be in a form agreed to by of Parent and the Company and will not be issued prior to the approval of each of approval of Parent the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, each of the parties shall coordinate Company, Parent and Sumitomo, will be entitled to issue a separate press releases announcing the execution and delivery of this Agreement which, in the case of the Company’s initial press release, will be subject to prior approval of Parent and, in the case of Parent’s and Sumitomo’s press releases, will be subject to the prior approval of the Company (in all cases, such approval not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing provisions of this Section 6.07, (i) Sumitomo, Parent, the Representatives of Parent, the Company and the Representatives of the Company may make public releases or announcements concerning the Transactions that are substantially consistent with respect previous press releases or announcements made by Parent, Sumitomo and/or the Company in compliance with this Section 6.07, provided that any investor conferences or presentations scheduled by the Company will be subject to communications Parent’s prior review and consent, such consent not to be unreasonably withheld, conditioned or delayed, (ii) Sumitomo, Parent, the Representatives of Parent or Sumitomo, the Company and the Representatives of the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are materially consistent with employeesprevious press releases, supplierspublic disclosures or public statements made by the Company, customersParent or Sumitomo in compliance with this Section 6.07 and do not reveal material, agents non-public information regarding the other parties, the Merger, or the other Transactions, and other stakeholders regarding post-Closing transition(iii) the restrictions set forth in this Section 6.07 do not apply to any release or announcement (or any portion thereof) made or proposed to be made in connection with, integration and related mattersor in response to, an Adverse Recommendation Change or an Alternative Proposal.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Urovant Sciences Ltd.), Agreement and Plan of Merger (Sumitomo Chemical Co., Ltd.)
Public Announcements. Parent and Except in connection with a Partnership Adverse Recommendation Change, the Company Parties shall consult with each other before issuingprior to issuing any public announcement, statement or other disclosure with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and give each none of the Buyer Parties and their Affiliates, on the one hand, nor the Partnership Parties and their Affiliates, on the other hand, shall issue any such public announcement, statement or other disclosure without having first notified the Buyer Parties, on the one hand, or the Partnership Parties, on the other hand, and provided such Parties with, if legally permitted and practically possible, a reasonable opportunity time period to review and comment upon, thereon and give due consideration to any press release or other public statements with respect reasonable comments thereto; provided that “a reasonable time period” shall in all cases require a Party to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of inform the other party (which shall not be unreasonably withheld, delayed Party with sufficient time to allow such other Party to timely announce publicly or conditioned); provided, however, that a party may, without file any reports with the prior consent of SEC as required under the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process Exchange Act or the rules and regulations Securities Act or any applicable requirements of any a national securities exchange or national securities quotation systemexchange; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent in connection with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Partnership Adverse Recommendation Change, any public announcement, statement or other disclosure shall be provided to the Buyer Parties a reasonable period of time prior to issuance, but the Buyer Parties and their Affiliates shall not have any right hereunder to comment thereon prior to issuance, and the right of consent (but not the Conflicts Committee shall have no obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under consider any such comments. Notwithstanding the preceding clauses (x) and (y)foregoing, except any Party may make, without consulting or notifying any other Party, public announcements, statements or other disclosures with respect to such information solely relating to Parent or its businessthis Agreement, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to other Transaction Documents and the transactions contemplated hereby following execution of and thereby that are not materially inconsistent with, and do not contain any material information not disclosed in, previous public announcements, statements or other disclosures made by a Party in compliance with this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersSection 6.5.
Appears in 2 contracts
Samples: Transaction Agreement (Landmark Infrastructure Partners LP), Agreement and Plan of Merger (Tallgrass Energy, LP)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any The initial press release or other public statements with respect to the transactions contemplated by this Agreement, the Offer, the Merger and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will shall be a joint press release mutually agreed upon by the Company and Parent. Thereafter, none of the parties shall be in a form agreed to by Parent (and each of the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Sectionparties shall cause its Representatives and Affiliates, if applicable, not to) or as required by Applicable Law, no party shall issue any press release or make any public statement announcement concerning this Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior written consent of (a) the Company, in the event the disclosing party is Parent, the Purchaser, any of its Affiliates or Representatives or (b) Parent, in the event the disclosing party is the Company, any Company Subsidiary or any of their Representatives, in each case, with such consent not to be unreasonably conditioned, delayed or withheld; provided, however, that (i) if a party determines in good faith and based upon advice of counsel, that a press release, SEC filing or public announcement is required by applicable Law or the rules or regulations of any applicable stock exchange, such party may make such press release, SEC filing or public announcement, in which case the disclosing party shall use its commercially reasonable efforts to provide the other parties reasonable time to comment on such release or announcement in advance of such issuance, (ii) this Section 5.6 shall terminate upon an Adverse Recommendation Change and (iii) each of the parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company or previously approved by the other party and do not reveal material, non-public information regarding the other party parties, the Offer, the Merger or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigPeak, Inc.), Agreement and Plan of Merger (Integrated Device Technology Inc)
Public Announcements. Parent and the Company shall consult with each other before issuingissuing any press release, having any other communication with the press (whether or not for attribution) or making any other public statement, or scheduling a press conference or conference call with investors or analysts, and give shall consult with each other the reasonable opportunity to review and comment upon, before making any press release or other public statements statement, in each case, with respect to this Agreement or the transactions contemplated by this AgreementTransactions, and shall not issue any such press release or make any such other public statement relating to this Agreement or the Transactions without the prior consent of the other party (party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, except for any such release or announcement that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or any listing agreement with or rule of any national or foreign securities exchange or association upon which the securities of the Company or Parent, as applicable, are listed, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, that a each party may, without such consultation or consent, make any public statement in response to questions from the prior consent of press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by Parent with the SEC, so long as such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements approved in advance by the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules party; and regulations of any national securities exchange or national securities quotation system; provided, further, that that, notwithstanding the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06foregoing, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of neither Parent nor the Company Board for making such Company Adverse Recommendation Change, and shall be required to consult with or obtain consents from the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The other parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue before issuing any press release or make making any other public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to any Change in Recommendation to the extent permitted pursuant to Section 6.2(d) or Section 6.2(e). Notwithstanding the foregoing, Parent and its affiliates may, without consultation or consent, make ordinary course disclosures and communications with employeesto existing or prospective direct or indirect general and limited partners, suppliersequity holders, customersmembers, agents managers, investors and other stakeholders regarding post-Closing transitionfinancing sources of such person or any Affiliates of such person, integration and related mattersin each case, who are subject to customary confidentiality restrictions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goldfield Corp), Agreement and Plan of Merger (Goldfield Corp)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any The initial press release or other public statements with respect to the transactions contemplated execution of this Agreement shall be a joint press release to be agreed upon by this Agreement, and the Parties. No Party shall not make any public announcement or issue any such press release public communication regarding this Agreement or make any such public statement the Transactions without first obtaining the prior written consent of the other party Parties, except if such announcement or other communication is (a) required by applicable Law (including in connection with the preparation and filing of the Proxy Statement), (b) required by the rules of any stock exchange upon which such Party’s capital stock is traded, or (c) consistent with the final form of the joint press release announcing the Transactions and the investor presentation given to investors on the morning of announcement of the Transactions; provided, that, in each case, to the extent permitted by Law, the disclosing Party shall not be unreasonably withheld, delayed use its reasonable best efforts to coordinate or conditioned)communicate such announcement or communication with the other Party prior to announcement or issuance; provided, however, that a party may, without the prior consent (y) no provision of the other party (but after prior consultation, this Agreement shall be deemed to the extent practicable restrict in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not manner (i) apply any Party’s ability to communicate with its employees or equityholders and, with respect to Contributor, its Affiliates and their respective limited partners, members, officers, employees, directors, advisors or representatives (provided, that prior to making any public statement written communications to the extent containing information Executive Employees, Company-Related Employees or Company Support Employees pertaining to compensation or benefit matters that is consistent will be affected by the Transactions, the Company shall provide Contributor with a copy of the joint press release referred intended communication, the Company shall provide Contributor a reasonable period of time to below review and comment on the communication, and the Company shall consider any timely comments in good faith) or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) the ability of the Company, Contributor, and their respective Subsidiaries to communicate with their financial and legal advisors, lenders, underwriters, or financing sources, and (z) the Company shall not be required by any communication provision of this Agreement to consult with or obtain any approval from any other party with respect to a public announcement or press release issued in accordance connection with Section 5.02(e) or (iii) in the event receipt and existence of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation ChangeCompeting Proposal, and the right matters related thereto or a Company Change of consent (but not the obligation to consult) Recommendation, other than as set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters5.9.
Appears in 2 contracts
Samples: Contribution Agreement (Blackstone Holdings III L.P.), Contribution Agreement (Altus Midstream Co)
Public Announcements. Parent Contemporaneously with the execution and delivery of this Agreement, the Company parties hereto shall issue a joint initial press release announcing the execution of this Agreement in such form as has been as mutually agreed. Thereafter, (i) the parties hereto shall consult with one another prior to issuing any press release or otherwise making any public communications (other than required filings addressed in clause (ii) below) in connection with the Merger or the other transactions contemplated by this Agreement and shall provide each other before issuingwith a meaningful opportunity to review and approve (such approval not to be unreasonably withheld or delayed) any such press releases or other public communications, and give (ii) prior to making any required filings with any Governmental Entity, national securities exchange or interdealer quotation service with respect to the Merger or the other transactions contemplated by this Agreement, the parties will consult with one another and will provide each other the reasonable with a meaningful opportunity to review and comment upon, any press release or other public statements such filings, except, with respect to clauses (i) and (ii) above, as may be required by Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service in which event each party hereto shall endeavor, on a basis reasonable under the circumstances, to consult with and provide a meaningful opportunity to the other parties hereto to review, approve or comment as set forth above. Notwithstanding any provision hereof to the contrary, Parent and Merger Sub may disclose any and all information relating to this Agreement and the transactions contemplated hereby, including the Merger, the Company and its Subsidiaries, to their financing sources, including lenders; provided, that such financing sources execute reasonable confidentiality agreements with respect to such information. Notwithstanding anything to the contrary in this Agreement or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, each party may disclose to any Person, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other no party (but after prior consultation, to the extent practicable in the circumstancesnor any Representative thereof) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of may disclose any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with not necessary to understanding the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change tax treatment and (y) a statement tax structure of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence identity of this Sectionthe parties and any information that could lead another Person to determine the identity of the parties) or as required by Applicable any information to the extent that such disclosure could result in a violation of any federal or state securities Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edison Schools Inc), Agreement and Plan of Merger (Edison Schools Inc)
Public Announcements. Parent and No party to this Agreement nor any Affiliate or Representative of such party shall issue or cause the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, publication of any press release or public announcement in respect of this Agreement 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 may be required by Law or relevant securities exchange rules, in which case the party required to publish such press release or public announcement shall use reasonable efforts to provide the other party a reasonable opportunity to comment on such press release or public announcement in advance of such publication or (b) to the extent the contents of such release or announcement have previously been released publicly by a party hereto or are consistent in all material respects with materials or disclosures that have previously been released publicly without violation of this Section 5.6. Notwithstanding anything herein to the contrary, each of Purchaser, Parent and their respective Affiliates may, at any time without the consent of any other party hereto, (a) respond to questions or provide a summary or update relating to, or discuss the benefits of, the transactions contemplated by this Agreement in calls or meetings with Parent or its Affiliates’ analysts, investors or attendees of any industry conference, (b) make any public announcement or statement and issue any press release that provides a summary or update relating to the transactions contemplated by this Agreement; provided that in the case of (a) and (b), such responses, summaries, announcements, statement and communications substantially reiterate (and are not inconsistent with) previous responses, summaries, announcements, statements and communications approved in advance by the other party, and (c) engage in communications required by Law or stock exchange rules, or engage in confidential conversations with the stock exchange on which it is listed and (d) subject to Section 5.2, engage in communications and negotiations with prospective debt and/or equity financing sources in respect of the Financings, in each case with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a the form heretofore agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersPurchaser.
Appears in 2 contracts
Samples: Stock Purchase Agreement (APi Group Corp), Stock Purchase Agreement (CARRIER GLOBAL Corp)
Public Announcements. The initial press release issued by Parent and the Company with respect to the execution of this Agreement shall be reasonably agreed upon by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuingissuing any press release, and give each having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby and, except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association (in which case, such disclosing party will endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other party to review and comment upon, any upon such public statement or press release or other public statements with respect to the transactions contemplated by this Agreementrelease, and will implement any reasonable comments of the other party thereto), shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation. Notwithstanding the foregoing, (i) without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to each party may disseminate the extent practicable information included in the circumstances) issue such a press release or make such public statement to other document previously approved for external distribution by the extent required by Applicable Law, court process or other parties and unmodified from the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Changeversion so approved, and the right of consent (but not the obligation to consult) restrictions set forth in this Section 6.06 8.04 shall not apply to information referenced under in connection with any dispute between the preceding clauses (x) and (y), except with respect to such information solely relating to Parent parties regarding this Agreement or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution and (ii) subject to Section 7.04(g), no provision of this Agreement will be a joint press release and shall be deemed to restrict in any manner a form agreed party’s ability to communicate with its employees. The Company shall not be required by Parent and the Company. Except as expressly contemplated by any provision of this Agreement (including the first sentence of this Section) to consult with or as required by Applicable Law, no party shall issue obtain any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate approval from Parent with respect to communications a public announcement or press release issued in connection with employeesthe receipt and existence of an Acquisition Proposal and matters related thereto or an Adverse Recommendation Change, suppliers, customers, agents other than as set forth in and other stakeholders regarding post-Closing transition, integration and related matterssubject to compliance with Section 6.03.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed to by each of Parent and the Company prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the applicable securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Parent shall consider such comments in good faith. The Company, on the one hand, and Parent, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any Party) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), Parent shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by the applicable securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders and such other matters as may be reasonably necessary for such press release or filing. Between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law or the requirements of the Nasdaq Stock Market, each of Parent and the Company shall each use its reasonable best efforts to consult with each other before issuing, and give provide each other the reasonable opportunity to review and comment upon, any press release or other otherwise making any public statements (including through social media platforms) with respect to this Agreement or any of the transactions contemplated by this AgreementTransactions, and shall not issue any such press release or make any such public statement (including through social media platforms) without the prior written consent of the other party Party (which shall not to be unreasonably withheld, delayed conditioned or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstancesdelayed) issue such press release or make such public statement except to the extent required by Applicable applicable Law or stock exchange rules, in which case the disclosing party shall, to the fullest extent permitted by applicable Law, court process first allow the other Party to review such announcement or communication and the rules opportunity to comment thereon and regulations of any national securities exchange or national securities quotation systemthe disclosing party shall consider such comments in good faith; provided, further, provided that the foregoing shall not (i) apply restrict or prohibit the Company from making any announcement to any public statement its employees, customers, suppliers and other business relations to the extent containing the Company reasonably determines in good faith that such announcement is necessary or advisable. Furthermore, nothing contained in this Section 7.09 shall prevent Parent or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their direct or indirect current or prospective investors that is substantively consistent with public statements previously consented to by the joint press release referred to below or any other release or public statement previously issued or made Party in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters7.09.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Public Announcements. Parent and the Company 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 with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will Transactions shall be a joint press release release, in a form mutually agreed to by the parties hereto, and shall be in a form agreed to by issued as promptly as practicable following the execution and delivery of this Agreement. Parent and the Company. Except as expressly contemplated by Company shall consult with each other before issuing any other press release, or scheduling a press conference or conference call with investors or analysts, and shall use their respective reasonable efforts to consult with each other before making any other public statement, in each case with respect to this Agreement (including or the first sentence of this Section) or as required by Applicable Law, no party Transactions and shall not issue any such press release or make any such other public statement regarding without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except for any such release or announcement that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or any listing rules of NASDAQ, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, each party may, without such consultation or consent, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by the Company or Parent with the SEC or equivalent foreign Governmental Authority, so long as such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) information contained in previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved in advance by the other party’s operations); and provided further that, directorsnotwithstanding the foregoing, officers or employees without obtaining neither Parent nor the Company shall be required to consult with the other party’s prior written consent. In addition, the parties shall coordinate hereto before issuing any press release or making any other public statement with respect to communications with employeesany Change in Recommendation, suppliersAcquisition Proposal or Intervening Event; provided further that nothing in this Section 6.12 shall be deemed to modify or limit, customersand the ability to make any disclosures or statements pursuant to the immediately preceding proviso shall be subject to, agents and other stakeholders regarding post-Closing transition, integration and related mattersthe Company’s obligations under Section 6.02.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium International, Inc.)
Public Announcements. Parent No public announcement concerning the existence of, terms, or subject matter of this Agreement shall be made, either directly or indirectly, by any Party, without first obtaining the prior written approval of the other Party and agreement upon the nature and text of such public announcement which such agreement and approval shall not be unreasonably withheld or delayed; except as may be legally required (i) by Applicable Laws, (ii) by the listing standards or agreements of any national or international securities exchange or other similar laws of a governmental authority, market or agency, (iii) to respond to an inquiry of a governmental authority or agency, or (iv) in a judicial, administrative or arbitration proceeding. In all instances, the Party concerned shall seek appropriate confidential treatment of this Agreement and the Company subject matter hereof and the Parties shall consult with each other before issuingagree in advance on any redacted forms of this Agreement that are filed publicly, and give each other the reasonable opportunity such agreement not to review and comment upon, any press release be unreasonably withheld or other public statements with respect delayed. The Party desiring to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement announcement (including those which are legally required) shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, which shall be not less than [*****] (or such shorter period as the Parties may agree upon in writing, or such shorter period applicable to those public announcements which are legally required) prior to release of such proposed public announcement, and shall provide the other Party with a written copy thereof in order to allow such other Party to comment upon such public announcement. Each Party agrees that it shall co-operate fully with the other Party with respect to all disclosures regarding this Agreement to any governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either Party included in any such disclosure. Neither Party will issue a press release without the prior written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, Party. The Parties agree that a party each Party may, without following the prior consent Effective Date, issue a press release describing this Agreement in general terms, provided that the content of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make shall first be approved by the other Party. For such public statement purpose, the Party intending to issue the press release shall provide the other Party with a draft press release at least [*****] prior to the extent required by Applicable Law, court process or the rules and regulations proposed date of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersdisclosure.
Appears in 2 contracts
Samples: Exclusive Collaboration and License Agreement (CureVac B.V.), Exclusive Collaboration and License Agreement (CureVac B.V.)
Public Announcements. The initial press release with respect to the execution of this Agreement shall be a press release to be reasonably agreed upon by Parent and the Company shall consult Company. Except in connection with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release releases or other public statements made in compliance with respect to Section 6.02, none of the transactions contemplated by this AgreementCompany, and on the one hand, or Parent, on the other hand, shall not issue any such press public release or make any such public statement announcement concerning this Agreement, the other Transaction Agreements or the Contemplated Transactions without the prior written consent of the other party Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), except as such release or announcement may be required by Applicable Law or the rules or regulations of any applicable United States or Canadian securities 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, to the extent practicable and permissible pursuant to Applicable Law, the other 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 reasonable discretion of the disclosing Party); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) restrictions set forth in this Section 6.06 8.05 shall not apply to information referenced under the preceding clauses (x) and (y)any release or announcement that is consistent in all material respects with previous press releases, except public disclosures or public statements made by a Party hereto in accordance with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including any announcement or other notification provided to investors in a Fund), in each case to the first sentence extent such disclosure is still accurate. Notwithstanding the foregoing, no communication by the Company with the employees of any Company Entity or Parent with the employees of any Parent Entity shall be deemed a “public release” or “public announcement” for purposes of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersSection 8.05.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oaktree Capital Group, LLC), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Public Announcements. Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any The initial press release or other public statements with respect to the transactions contemplated by this Agreement, the Offer, the Merger and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will shall be a joint press release mutually agreed upon by the Company and Parent. Thereafter, none of the parties shall be in a form agreed to by Parent (and each of the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Sectionparties shall cause its Representatives and Affiliates, if applicable, not to) or as required by Applicable Law, no party shall issue any press release or make any public statement announcement (to the extent not previously disclosed or made in accordance with this Agreement) concerning this Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior written consent of (a) the Company, in the event the disclosing party is Parent, the Purchaser, any of its Affiliates or Representatives or (b) Parent, in the event the disclosing party is the Company, any Company Subsidiary or any of their Representatives, in each case, with such consent not to be unreasonably conditioned, delayed or withheld; provided, however, that (i) if a party determines in good faith and based upon advice of counsel, that a press release or public announcement is required by applicable Law or the rules or regulations of any applicable stock exchange, such party may make such press release or public announcement, in which case the disclosing party shall use its commercially reasonable efforts to provide the other parties reasonable time to comment on such release or announcement in advance of such issuance and will reasonably consider any comments provided by such other parties, (ii) this Section 5.6 shall not in any way restrict the Company or create any obligations on the Company with respect to or in connection with any Competing Proposal, Competing Proposal, or Adverse Recommendation Change, or the Company’s or the Company Board’s public announcements or communications in connection therewith, (iii) this Section 5.6 shall not in any way restrict any party with respect to or in connection with any dispute between the parties related to this Agreement or the Transaction, (iv) this Section 5.6 shall terminate upon an Adverse Recommendation Change and (v) each of the parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company or previously approved by the other party and do not reveal material, non-public information regarding the other party parties, the Offer, the Merger or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Extreme Networks Inc), Agreement and Plan of Merger (Aerohive Networks, Inc)
Public Announcements. Unless there has been an Adverse Recommendation Change made in connection with an Intervening Event, Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release releases, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts, in each case, with respect to this Agreement or the transactions contemplated by this Agreement, hereby and shall not issue any such press release or make any such public statement without the prior other party’s written consent of the other party (which shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). Notwithstanding the foregoing: (a) each of Parent and the Company may, without such consultation or consent, issue a press release and make any public statement (including in response to questions from the press, analysts, investors or those attending industry conferences), so long as such press release or statements include only such information contained in, and consistent with, previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually, if approved by the applicable other party); provided(b) subject to any other applicable terms of this Agreement, however, that a party each of Parent and the Company may, without the other party’s prior written consent of the other party (but after with prior consultationnotice and, to the extent practicable reasonably practicable, prior consultation), make any disclosures in the circumstances) issue such press release any documents to be filed with or make such public statement furnished to the extent SEC as may be required by Applicable Law, court process applicable federal securities laws or the rules and regulations any listing agreement with or rule of any national securities exchange or national securities quotation systemassociation; providedand (c) for the avoidance of doubt, furthereach of Parent and the Company may, without such consultation or consent, make internal communications to employees of Parent or the Company and their respective Subsidiaries, as applicable, that in the foregoing shall good faith assessment of Parent or the Company, as applicable, would not (i) need to be publicly filed pursuant to Applicable Law. The restrictions of this Section 8.03 do not apply to any a public statement to the extent containing information that is consistent with the joint announcement or press release referred to below or any other release or public statement previously issued or made in accordance connection with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company an Adverse Recommendation Change made in connection with a Superior Proposal made in compliance with Section 5.02(d)6.03, and Parent shall not be required by this Section 8.03 to consult with or obtain the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons prior consent of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent any public announcement or its business, financial condition or results of operations. The parties hereto agree that the initial press release responsive to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint any public announcement or press release and shall be in a form agreed issued by the Company pursuant to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterssentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release and thereafter, each of Parent and Merger Sub, on the Company one hand, and the Company, on the other hand, shall consult with each other before issuing, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, the Merger and the other transactions contemplated hereby and shall not issue any such press release or make any such public statement announcement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstancesdelayed) issue such press release or make such public statement except and solely to the extent required by Applicable applicable Law, court process or the rules and regulations of by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; provided, that the Company may include disclosures relating to this Agreement, the Offer, the Merger and the transactions contemplated herein in its periodic filings with the SEC without seeking consent from, or consulting with, Parent so long as such disclosures are substantially similar to the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually, if previously consented to by Parent); provided, further, that each of Parent and the foregoing shall not (i) apply to Company may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are substantially similar to the extent containing information that is consistent with the joint contained in previous press release referred to below or any other release releases, public disclosures or public statement statements made jointly by Parent and the Company (or individually, if previously issued or made in accordance with this Section 6.06consented to by the other party); provided, (ii) any communication in accordance with Section 5.02(e) or (iii) in finally, that the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)shall not be required to provide Parent, and Parent shall not be required to provide the Company’s public statement containing (x) , any such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation opportunity to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent review or its business, financial condition or results of operations. The parties hereto agree that the initial comment on any press release to be issued issued, or filing to be made with the SEC, with respect to the transactions contemplated hereby following execution receipt and existence of an Acquisition Proposal and matters related thereto or an Adverse Recommendation Change (it being understood and agreed that this Agreement will be a joint press release and shall be proviso does not in a form agreed to by Parent and any way affect the Company. Except as expressly contemplated by this Agreement (obligations of the Company under Section 6.4, including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents providing copies of correspondence and other stakeholders regarding post-Closing transition, integration and related mattersmaterials to Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trustco Holdings, Inc.), Agreement and Plan of Merger (Health Fitness Corp /MN/)
Public Announcements. Parent and the The Company shall consult with each other before issuingwill not, and give will cause its Subsidiaries to not, and Parent will not, and will cause each other the reasonable opportunity of its Subsidiaries to review and comment uponnot, issue any press release or other public statements with respect to announcement concerning the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement Contemplated Transactions without the prior consent of the other party (which shall consent may not be unreasonably withheld, delayed conditioned, or conditioneddelayed); provided, howeverexcept any release or announcement required by applicable Law or any rule or regulation of NYSE or any other stock exchange to which the relevant party is subject, that a in which case the party may, without required to make the prior consent of the release or announcement will use commercially reasonable efforts to allow each other party (but after prior consultationreasonable 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, to the extent practicable in so required, will be at the circumstances) issue such final discretion of the disclosing party. The restrictions of this Section 5.9 do not apply to a press release or make such public statement to announcement issued by the extent required by Applicable LawCompany in connection with, court process or the rules and regulations following, an Acquisition Proposal or a Change of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Board Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change 5.3 and (y) a statement of the reasons Parent shall not be required by this Section 5.9 to consult with or obtain prior consent of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make announcement responsive to any public statement regarding press release or announcement issued by the other party or Company pursuant to this sentence. Notwithstanding the other party’s operationsforegoing, directorsParent, officers or employees without obtaining Merger Sub, and following the other party’s prior written consent. In additionEffective Time, the parties shall coordinate with respect Surviving Corporation, and their respective Affiliates may provide ordinary course communications regarding this Agreement and the Contemplated Transactions to communications with employeessuch Person’s existing or prospective general and limited partners, suppliersequity holders, customersmembers, agents managers, lenders and other stakeholders regarding post-Closing transitioninvestors of any Affiliates of such Person, integration and related mattersin each case, who are subject to customary confidentiality restrictions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Starrett L S Co)
Public Announcements. The Company and Parent agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be joint and in a form agreed to by the parties and the Company parties shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any subsequent press release or making any other public statements announcement with respect to this Agreement and the transactions contemplated by this Agreement, Transactions and shall not issue any such press release or make any such public statement announcement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, provided that (a) a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement announcement to the extent required by Applicable Law, court process applicable Law or the applicable rules and regulations of any national securities stock exchange or national securities quotation systemby any regulatory authority, (b) each of the Company and Parent may make press releases or public communications concerning this Agreement and the Transactions that consist solely of information previously disclosed in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.8 and (c) each of the Company and Parent may make any public statements in response to questions by the press, analysts, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in previous press releases, public disclosures or public statements made by Parent and/or the Company in compliance with this Section 6.8; provided, further, that (x) the foregoing Company shall not (i) apply be permitted to issue press releases or make public announcements with respect to any public statement Company Takeover Proposal or from and after a Change of Recommendation without being required to the extent containing information that is consistent consult with the joint Parent but after providing a copy of such press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change announcement to Parent prior to issuance thereof and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation ChangeParent and its Affiliates shall be permitted to make communications to, and the right provide ordinary course information to its Financing Sources, its direct and indirect equityholders, existing or prospective general and limited partners, members, managers and investors of consent (but not the obligation any of its Affiliates, in each case, who are subject to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matterscustomary confidentiality restrictions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tech Data Corp), Agreement and Plan of Merger (Presidio, Inc.)
Public Announcements. Parent The initial press release concerning this Agreement and the Company transactions contemplated hereby shall consult with each other before issuingbe a joint press release in the form agreed by the Parties prior to the execution of this Agreement and such initial press release shall be released as promptly as reasonably practicable after the execution of this Agreement. Prior to the Closing, and give each other the reasonable opportunity no Party (nor any Affiliate of any Party) shall issue or make, or authorize any of its Representatives or Affiliates to review and comment uponissue or make, any press release (other than the initial press release), public statement, interview, article or other public statements with respect to media release (including an internet posting, web blog or other electronic publication) regarding the contents of this Agreement or the transactions contemplated by this Agreement, and shall not issue hereby or under any other Transaction Document (any such press release release, statement or make any disclosure, a “Public Announcement”) without (x) first providing the other Party with an advance copy of such public statement without Public Announcement at least two Business Days prior to the time that such Public Announcement is to be made or disclosed and the opportunity to comment thereon and (y) the prior written consent of the other party (Party, which consent shall not be unreasonably withhelddelayed, delayed withheld or conditioned); provided, however, that without limiting the obligation of a party may, without the prior consent of Party to provide the other party Party with an advance copy and the opportunity to comment in accordance with clause (but after prior consultationx) above (except in the case of clauses (c) or (e) immediately following), such consent shall not be required and the foregoing shall not restrict disclosures (a) to the extent practicable in the circumstancesnecessary for a Party to perform its obligations under this Agreement (including disclosures to Governmental Bodies), (b) issue such press release or make such public statement to the extent required (upon advice of counsel) by Applicable Law, court process applicable securities or other Laws or regulations or the applicable rules and regulations of any national securities stock exchange having jurisdiction over any of the Parties or national securities quotation system; providedtheir respective Affiliates, further, that the foregoing shall not (ic) apply to any public statement to the extent containing necessary for a Party to enforce the terms of this Agreement, (d) by a Party or its Affiliates of information of the type that is consistent customarily disclosed in connection with rating agency, investor, analyst and earnings call presentations, meetings and conference calls or customary announcements and communications in connection with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) Debt Financing or (iiie) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution terms of this Agreement will be a joint press release and shall be in a form agreed by either Party to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersits respective Representatives.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plains All American Pipeline Lp), Agreement and Plan of Merger (Plains Gp Holdings Lp)
Public Announcements. Parent (a) Subject to Section 5.4(b), Section 5.9 and Section 5.10, none of the Parties or any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the Company and Acquiror, prior to the Closing or, after the Closing, Acquiror; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case, prior to the Closing, the disclosing Party shall, to the extent permitted by applicable Law, first allow the Company, if the disclosing party is an Acquiror Party, or Acquiror, if the disclosing Party is the Company, to review such announcement or communication and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review comment thereon and comment uponthe disclosing Party shall consider such comments in good faith, any (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other public statements communication previously approved in accordance with respect this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated by hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor (including in connection with the PIPE Financing) or in connection with normal fund raising or related marketing or informational or reporting activities. Furthermore, between the date of this Agreement and the Closing Date, the Company shall not, and each shall cause its Subsidiaries not issue any such press release or to, make any such public statement broad-based announcements or disclosures regarding the transactions contemplated hereby or any Ancillary Document to any of their respective employees, customers, suppliers or other business relationships without the prior written consent of the other party Acquiror (which shall not to be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FinServ Acquisition Corp.)
Public Announcements. No earlier than 6:00 a.m. (New York City time) on June 3, 2019, each party may issue a press release announcing the execution of this Agreement and the transactions contemplated hereby in the forms previously agreed upon by the Company and Parent. Following such initial press release, (a) Parent and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the transactions contemplated by this Agreement, hereby and (b) neither Parent nor the Company shall not issue any such press release or release, make any such other public statement or schedule any such press conference or conference call without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned)party; provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) restrictions set forth in this Section 6.06 8.02 shall not apply to information referenced under any release or public statement (i) required by Applicable Law or any applicable listing authority (in which case the preceding clauses parties shall use commercially reasonable efforts to (x) consult with each other prior to making any such disclosure and (y) to the extent practicable, cooperate (at the other party’s expense) in connection with the other party’s efforts to obtain a protective order), except with respect to such information solely relating to Parent or its business, financial condition (ii) made or results of operations. The parties hereto agree that the initial press release proposed to be issued made by the Company in compliance with Section 6.03 with respect to the transactions matters contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Section 6.03 (or by Parent in response thereto). Notwithstanding the foregoing, (i) the parties may make oral or written public announcements, releases or statements without complying with the foregoing requirements if the substance of such announcements, releases or statements was publicly disclosed and previously subject to the foregoing requirements and (ii) Parent may communicate with the Company. Except as expressly contemplated by this Agreement (including ’s dealers and franchisees with the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other partyCompany’s prior written consent. In additionapproval (such approval not to be unreasonably withheld, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersconditioned or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sears Hometown & Outlet Stores, Inc.)
Public Announcements. Parent and Neither Party will, without the Company shall consult with other Party’s prior written consent in each other before issuinginstance (a) use in advertising, and give each other publicity or marketing communications of any kind the reasonable opportunity to review and comment upon, any press release name or other public statements trademarks of the other Party or any of its Affiliates, or any employee of either, or (b) represent, directly or indirectly, that any product or service provided by a Party has been approved or endorsed by the other Party or any of its Affiliates. Notwithstanding the foregoing, Seller and Buyer agree to publicly disclose, via a mutually agreed upon press release, aspects of the commercial plan for Buyer to serve as a purchaser of Fuel from Seller’s Facility at such time as Seller and Buyer shall mutually agree at their respective unfettered discretions, save that, as a condition precedent for such disclosure/publication, each Party shall coordinate with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without receive the prior written consent of the other party (which Party with respect to such disclosure/publication, and shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without so provide advance copies to the prior consent other Party for review of the other party (but after text of any proposed announcement/publication prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement dissemination thereof to the extent public or to any person other than employees, consultants, representatives, Agents, advisors, contractors or subcontractors of any tier, who agree to keep such information confidential. Notwithstanding the foregoing, either Party shall be permitted to make any and all required by Applicable Law, court process or disclosures of the Agreement and the transactions contemplated thereunder in accordance with the rules and regulations of any national securities exchange the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, filing the Agreement with the SEC in connection with a Form 8-K, 10-Q or national securities quotation system; provided10-K, further, that the foregoing shall not (i) apply to any public statement albeit to the extent containing information that is consistent with may be so required, subject to the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement right of the reasons other Party and its counsel to review copies of the Company Board for making any such Company Adverse Recommendation Changeproposed filing or filings in advance thereof and comment thereon, and the right obligation of consent (but not the obligation disclosing Party to consult) set forth in this Section 6.06 shall not apply to information referenced under accept any comments reasonably requested by the preceding clauses (x) and (y), except with respect to such information solely relating to Parent non-disclosing Party or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued counsel with respect to the transactions contemplated hereby following execution description of this Agreement will be a joint press release and shall be the disclosing Party in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) such filing or as required by Applicable Law, no party shall issue any press release filings or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthe redaction of trade secrets or competitively sensitive information contained therein.
Appears in 1 contract
Samples: Fuel Sales Agreement (Gevo, Inc.)
Public Announcements. Parent The parties have agreed upon the initial joint press release and other public communications with respect to the Company shall consult with each other before issuingexecution of this Agreement, and give will issue such press release and public communications promptly following the execution of this Agreement (the “Joint Communications”). Other than the Joint Communications, the parties shall not, and shall cause each other the reasonable opportunity to review of their respective Affiliates and comment uponits and their respective Representatives not to, issue any press release or other public statements with respect communications relating to the transactions contemplated by terms of this AgreementAgreement or the Merger Transactions, and shall not issue any such press release or make any such public statement without the prior consent written approval of the other party parties (which shall such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, unless (i) such party determines after consultation with outside counsel that a party may, without the prior consent of it is required by applicable Law (in which event written notice to that effect shall be first delivered to the other party parties prior to any such disclosure), or (but after prior consultation, ii) that it consists solely of information previously disclosed in all material respects in previous press releases and public communications in compliance with this Section 5.8. Notwithstanding anything to the extent practicable contrary contained herein or in the circumstancesConfidentiality Agreement, each of Parent and the Company (and their respective Affiliates) issue such press release or may make such public statement to the extent required by Applicable Law, court process communications regarding this Agreement or the rules and regulations of any national securities exchange or national securities quotation system; providedMerger Transactions as it may determine, further(A) after consultation with outside counsel, that the foregoing shall not (i) apply is reasonably appropriate to any public statement to the extent containing information that is consistent comply with the joint rules of the Tokyo Stock Exchange or NASDAQ; or (B) are in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consist solely of information previously disclosed in all material respects in previous press release referred to below or any other release releases, public disclosures or public statement previously issued or statements made by the parties in accordance compliance with this Section 6.065.8 and do not reveal material, (ii) any communication in accordance non-public information regarding the other parties, this Agreement or the Transactions. Furthermore, Parent may make such public communications as it determines reasonably appropriate subject to prior consultation with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in and compliance with the terms of the Confidentiality Agreement. For the avoidance of doubt, any public filings providing notice to or seeking approval from any Governmental Entity made pursuant to Section 5.02(d)5.7 shall be governed by Section 5.7 and not this Section 5.8. Notwithstanding the foregoing, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) restrictions set forth in this Section 6.06 5.8 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent any public release or its business, financial condition public announcement made or results of operations. The parties hereto agree that the initial press release proposed to be issued made by the Company to effect an Adverse Recommendation Change in accordance with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersSection 5.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Grey, Inc.)
Public Announcements. Parent The initial press release regarding this Agreement shall be a mutually acceptable joint press release. Prior to the Closing, no party hereto shall make any press release or public announcement setting forth the terms of the transactions contemplated hereby without the approval of the other party hereto (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, either Party (or any of its Affiliates) may release information concerning the transactions contemplated hereby at any time after the date of this Agreement, (i) in the manner in which its Affiliates publicly disclosed transactions prior to the date hereof, (ii) to comply with any applicable Laws, including pursuant to governmental regulations and statutes as required by law for publicly filing entities or pursuant to an order by a court of competent jurisdiction or (iii) to the Company extent, in the good faith judgment of Buyer’s or Seller’s counsel, accountants, or advisors, as applicable, such disclosure is required to be disclosed (including in any registration statement, other disclosure document, press release or public announcement) in connection with such Party’s (or any of its Affiliates’) quarterly earnings results, earnings guidance or capital raising and other fund-raising activities; provided, however, in either of clauses (i) or (ii), such disclosing party shall consult with each give the other before issuing, and give each other the party a reasonable opportunity to review and comment upon, any press release on such disclosure. Notwithstanding the foregoing or other public statements with respect anything to the transactions contemplated by this contrary in the Confidentiality Agreement, and nothing herein shall not issue any such press release or make any such public statement without limit the prior consent right of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent an Affiliate of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information either Party that is a public reporting company to publicly disclose the transaction consistent with the joint press release referred to below or any other release or public statement statements previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters10.9.
Appears in 1 contract
Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Following such initial press release, and during the period commencing on the date hereof and continuing until the earlier of (x) the termination of this Agreement or (y) the Effective Time, Parent and the Company 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 with respect to the transactions contemplated by this Agreement, Transactions and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior to such consultation, to the extent practicable in the circumstances) issue except as such press release or make such public statement to the extent party may reasonably conclude may be required by Applicable LawLaw applicable to it or its Affiliates, court process or the rules and regulations by obligations applicable to it or its Affiliates pursuant to any listing agreement with or rule of any national securities exchange or national securities quotation systemsystem (and then only after as much advance notice and consultation as is feasible); provided, furtherhowever, that the foregoing shall not limit (iI) apply any party’s or its Affiliates’ ability to any (a) make non-public statement announcements and statements to the extent containing information that is consistent with the joint press release referred to below or any its employees and other release or public statement previously issued or made in accordance with this Section 6.06stakeholders (including regulators, suppliers, customers and other business partners), (iib) make any communication customary communications or distributions of marketing materials in accordance connection with Section 5.02(eobtaining, marketing and syndicating the Debt Financing (including any Permanent Take-Out Debt (as defined in the Commitment Letter)) or (iiic) make any announcements in the event ordinary course of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)business that do not relate specifically to the signing of this Agreement or the Transactions, the Companyor (II) Parent’s public statement containing or its Affiliates’ ability to (x) such Company Adverse Recommendation Change and make announcements or statements in response to questions from the press, analysts, investors or those attending industry conferences, or (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, make disclosures in documents (including exhibits and the right of consent (but not the obligation all other information incorporated therein) required to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to be filed or furnished by Parent or its business, financial condition or results of operations. The parties hereto agree that Affiliates with the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersSecurities Exchange Commission.
Appears in 1 contract
Samples: Transaction Agreement (Vistra Corp.)
Public Announcements. Parent and Following the date hereof, the Company shall consult with each other before issuing, be permitted to issue a press release relating to this Agreement and give each other the reasonable transactions contemplated thereby. The Purchasers shall have the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, and shall not issue any on such press release or make prior to its issuance, which review and comment shall be provided as expeditiously as possible and in any such public statement without the prior consent event within 48 hours of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent delivery of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement by the Company to the extent required by Applicable LawPurchasers, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing such press release shall not (i) apply to any public statement be in form and substance reasonably satisfactory to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of Purchasers purchasing a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement majority of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) Purchased Shares. Except as set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y)previous sentence, except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that neither the initial press release to be issued with respect to Company nor the transactions contemplated hereby following execution of this Agreement Purchasers will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate statements with respect to communications this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto, except to the extent such party reasonably believes such press release or public statement is required by applicable law or stock market regulations; provided, however, that the Company and the Purchasers may make reasonable public statements consistent with employeesprior public statements otherwise permitted under this Section 10.13; and provided further, suppliersthat GAP LLC may disclose on its worldwide web page, customerswww.gapartners.com, agents the name of the Company, the name of the Chief Exexxxxxx Xxxxxxx xx the Company, a brief description of the business of the Company, the Company's logo and other stakeholders regarding post-Closing transitionthe aggregate amount of the Purchasers' investment in the Company. Notwithstanding the foregoing, integration and related mattersthe Company will not use or refer to the name of any Purchaser in any public statement or disclosure without the consent of such Purchaser except to the extent that such party reasonably believes such statement or disclosure is required by applicable law or stock market regulations.
Appears in 1 contract
Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Public Announcements. Parent So long as this Agreement is in effect, Parent, on the one hand, and the Company Company, on the other, 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 with respect to the transactions contemplated by this Agreementnot, and shall cause their respective Subsidiaries not to, issue any such announcement, press release or make any such public statement with respect to the Offer or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, except that a party may, without the prior consent of the other party (but after prior consultationparty, to the extent practicable in the circumstances) issue such press release or make such public statement (a) as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange, the Singapore Code, the JSE, the UK Listing Rules of the FCA, the Market Abuse Regulation and the rules of the FCA and the LSE or any regulatory or Governmental Entity to which the relevant party is subject (whether in connection with the Offer or otherwise), in which case, to the extent permitted by applicable Law and practicable under the circumstances, the party proposing to issue such press release or make such public announcement shall consult in good faith with the other party before making any such public announcement, (b) with respect to any press release or other public statement by the Company made in accordance with Section 4.2 (including to announce a Company Change of Board Recommendation in accordance with Section 4.2) that is required to be announced to the public in accordance with applicable securities Laws, (c) statements consistent in all material respects with any release, disclosure or other public statement previously made in accordance with this Section 4.4, and (d) public statement regarding the transactions contemplated hereby in response to specific questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Applicable Lawthe parties or approved by the parties, court process and otherwise in compliance with this Section 4.4; provided, that such public statements do not reveal material non-public information regarding this Agreement or the rules and regulations of any national securities exchange or national securities quotation systemtransactions contemplated hereby; provided, further, that a party hereto may, without the foregoing shall not (i) apply to prior consent of any other party hereto, make a public statement to the extent containing information that in any case in which such disclosure is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance connection with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in a dispute between the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to regarding this Agreement or the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattershereby.
Appears in 1 contract
Samples: Transaction Implementation Agreement (Grindrod Shipping Holdings Ltd.)
Public Announcements. Parent (a) Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Company Parties or any of their respective Representatives shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issue any press release releases or other make any public statements announcements with respect to this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement hereby without the prior written consent of of, prior to the other party (which shall not be unreasonably withheldClosing, delayed or conditioned)the Company and Dragoneer or, after the Closing, Dragoneer; provided, however, that a each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party mayis any Dragoneer Party, without or Dragoneer, if the prior consent of disclosing party is the other party Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (but B) after prior consultationthe Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with Dragoneer and the disclosing Party shall consider such comments in good faith, (ii) to the extent practicable such announcements or other communications contain only information previously disclosed in the circumstances) issue such a public statement, press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement communication previously issued or made approved in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or 5.4 and (iii) to Governmental Entities in the event of a Company Adverse Recommendation Change connection with any Consents required to be made in compliance with Section 5.02(d)under this Agreement, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth Ancillary Documents or in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except connection with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that (A) OH Cypress Aggregator, L.P., TCV IX, L.P., TCV IX (A), L.P., TCV IX (B), L.P., TCV Member Fund, L.P., Cypress Investor Holdings, L.P., GPE VIII CCC Co-Investment (Delaware) Limited Partnership and Advent International GPE VIII-C Limited Partnership and their respective Representatives may provide general information about the subject matter of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly transactions contemplated by hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, and (B) the Sponsor and its Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, provided that in each of clause (including A) and (B) above the first sentence recipients of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding such information are subject to customary confidentiality obligations prior to the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersreceipt of such information.
Appears in 1 contract
Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp.)
Public Announcements. Parent No party shall issue or make a written press release, public announcement or public filing relating to the transactions and agreements contemplated by this Letter Agreement and the Company shall consult addenda hereto without the prior approval of each of the other parties hereto, (i) except language generally consistent with each other before issuingthe quoted language set forth below in this paragraph 12, and give each other as such quoted language may subsequently be reasonably modified by any of the reasonable opportunity to review and comment uponparties, consistent with the meaning thereof, in connection with any press release or other public statements with respect filing of any of the parties hereto, and as such language may subsequently be reasonably modified to reflect the closing of the transactions contemplated by this Agreement, Letter Agreement and shall not issue any the addenda hereto and as such press release or make any such public statement without language may be reasonably supplemented with quotations from the prior consent executive officers of the other party (which shall not be unreasonably withheldparties, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint foregoing, that are supportive of the transaction, or (ii) unless such press release referred to below or any other release release, public filing or public statement previously announcement is required to be issued or made in accordance with this Section 6.06pursuant to any applicable statute or other law, (ii) any communication in accordance with Section 5.02(e) rule or (iii) in regulation. Notwithstanding the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Lawforegoing, no party shall issue any press release release, make any public filing or make any public statement regarding announcement, written or oral, that is not consistent with the foregoing provisions or that contains any disparaging remarks relating to any other party hereto or relating to the terms of any of the transactions contemplated by this Letter Agreement and the addenda hereto. The parties agree that, without the consent of each other party hereto, no party will issue any press release, make any public filing or make a public announcement, written or oral, which assigns an economic value Mr. Xxxxxxx Xxxxxx Xx. Xxxx X. Goff Xx. Xxxxxxx X. Stevens August 10, 1999 Page 4 to such transactions or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consentcomponents of such transactions. In addition, the parties shall coordinate with respect The quoted language referred to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.above is as follows:
Appears in 1 contract
Public Announcements. Parent Seller and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press Buyer agree that no public release or other public statements with respect to announcement concerning the transactions contemplated hereby shall be issued or made by this Agreement, and shall not issue or on behalf of any such press release or make any such public statement Party without the prior consent of the other Party, except that (i) each of the Retained Entities and their Subsidiaries, on the one hand, and Buyer and its Subsidiaries (including the Purchased Entities from and after the Closing), on the other hand, may make announcements of information contained in a public announcement previously consented to hereunder from time to time to their respective employees, customers, suppliers and other business relations, and (ii) Seller and Buyer may make announcements as they may reasonably determine is necessary to comply with applicable Law (including SEC requirements) or the requirements of any agreement to which they or any of their Affiliates is a party (which shall not be unreasonably withheldas of the date hereof, delayed or conditioned); including any listing agreement with any national securities exchange provided, however, that a party may, without the prior consent of the other party (but after prior consultationthat, to the extent practicable practicable, the disclosing Party will use reasonable efforts to (x) advise and consult with the other Party before making such announcement and (y) provide such other Party a reasonable opportunity to review and comment on such announcement and consider in good faith any such comments. Notwithstanding the circumstances) issue such foregoing, Buyer and Seller shall cooperate to prepare a press release of each of Buyer and Seller (at the option of such Person) to be issued on or make promptly (and in any event within one (1) Business Day) after the date of this Agreement and on the Closing Date. Notwithstanding anything to the contrary contained in this Section 5.16, (A) Buyer and Seller shall be permitted to disclose the execution of this Agreement and the consummation of the transactions contemplated by this Agreement (but not, for the avoidance of doubt, the terms and conditions (including price terms) of the transactions contemplated hereby except to the extent they reasonably determine such public statement disclosure is necessary to comply with applicable Law (including SEC requirements) or the requirements of any listing agreement with any national securities exchange) on their respective websites and (B) Buyer and its Affiliates may disclose the transactions contemplated by this Agreement and any term hereof to its (or its or their respective sponsors’) direct or indirect, current and prospective, limited partners or other investors to the extent required by Applicable Lawthe governing documents with those limited partners or in connection with their ordinary course business operations, court process including private equity/fund formation, fundraising, marketing, syndication, informational or the rules and regulations of any national securities exchange reporting activities, in each case, so long as such limited partners or national securities quotation system; provided, further, that the foregoing shall not (i) apply other investors are subject to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except confidentiality obligations with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersinformation.
Appears in 1 contract
Public Announcements. Parent and the Company 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 with respect to the transactions contemplated by this Agreement, and Seller shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding announcement or other disclosure relating to the existence or subject matter of this Agreement without the prior written consent of Buyer. Buyer shall be permitted to issue any press release or make any public announcement or other disclosure relating to the existence or subject matter of this Agreement without the prior written consent of Seller only to the extent Buyer believes in good faith that it is required by applicable Law, any listing or trading agreement, or the rules and regulations of any stock exchange, including but not limited to the filing by Buyer of a Current Report on Form 8-K (the “Buyer 8-K”) to report execution of this Agreement. In connection with the preparation of the Buyer 8-K, Seller shall, upon request by Buyer, furnish Buyer with all information as may be reasonably necessary or advisable in connection with the transactions contemplated by this Agreement. At or after the execution of this Agreement, Seller and Buyer shall jointly issue a public announcement and/or press release and/or other disclosure, as shall be mutually agreed, of the transactions contemplated by this Agreement. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the other party’s operations, directors, officers or employees without obtaining transaction as may be reasonably requested by the other party’s prior written consentparty and disclose only such information as is legally compelled to be disclosed. In addition, the parties shall coordinate with respect This provision will not apply to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersby any party to its Representatives.
Appears in 1 contract
Samples: Asset Purchase Agreement (Impac Mortgage Holdings Inc)
Public Announcements. Prior to the Closing, none of any of the Stockholder Representative, the Company, the Parent and or any of their respective Affiliates shall issue or cause the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, publication of any press release or other public statements announcement with respect to this Agreement or the transactions contemplated by this Agreementhereby without prior consultation with the Parent, the Stockholder Representative and shall not issue any Seller to be named in such press release or announcement; provided that the Parties hereto may make any such public statement without disclosures with respect to this Agreement and the prior consent transactions contemplated hereby (a) as may be required by applicable Law or listing agreement with or listing rule of a national securities exchange, (b) to their respective employees, accountants, advisors and other representatives as necessary in connection with the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent ordinary conduct of the other party (but after prior consultation, their respective businesses to the extent practicable such Persons have a need to know the information contained in the circumstancessuch disclosure(s), and (c) issue such press release or make such public statement in order to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent comply with the joint press release referred to below or any other release or public statement previously issued or made covenants contained in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in Agreement. Notwithstanding the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)foregoing, the Company’s public statement containing (x) such Company Adverse Recommendation Change Parent and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation shall cooperate to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial prepare a joint press release to be issued with respect on the Closing Date, which press release shall be mutually acceptable to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except After the Closing Date, except as expressly contemplated may be required by applicable Law or listing agreement with or listing rule of a national securities exchange, no press release related to this Agreement (including and the first sentence transactions contemplated herein, or other announcements to the employees or customers of this Section) the Company or as required by Applicable Lawany of its Subsidiaries, no party shall issue be issued without prior written consent of the Parent, the Stockholder Representative and any press Seller to be named in such release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersannouncement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forrester Research, Inc.)
Public Announcements. The Company, Parent and the Company Merger Sub shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements or filings with respect to this Agreement or any of the transactions contemplated by this Agreementhereby, and none of the parties shall not issue any such press release or make any such public statement without the filing prior consent of to obtaining the other party parties’ consent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, however, that a party may, without the prior consent of obtaining the other party (but after prior consultationparties’ consent, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent or filing as may be required by Applicable Law, court process Law or the applicable rules and regulations of any national securities stock exchange or national securities quotation system; providedthe applicable provisions of any listing agreement of any party hereto, further, that in which case the foregoing shall not (i) apply party required to any issue the press release or make the public statement shall use commercially reasonable efforts to allow the extent containing information that is consistent with the joint other parties reasonable time to comment on such press release referred to below or any other release or public statement previously issued in advance of such issuance. Notwithstanding anything herein or made in the Confidentiality Agreement, if a party issues any press release or public statement in accordance with this Section 6.06the proviso set forth in the immediately preceding sentence, each other party may issue such press release or make such other public statement regarding the fact that the Merger occurred (iithough in no event disclosing the Merger Consideration or other material terms) any communication and so long as each such press release or public statement is not inconsistent in scope or content with the applicable press release or public statement made by the party that issued such press release or public statement in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) proviso set forth in the immediately preceding sentence. The provisions of this Section 6.06 7.6 shall not apply be interpreted to prohibit the sharing by any party of information referenced under the preceding clauses (x) and (y), except with respect related to such information solely relating to Parent this Agreement or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following in the ordinary course of business with such party’s (or such party’s Affiliates’) advisors, employees, officers, directors, limited partners, equity owners, financing sources and similar Persons related to such party or such Affiliate so long as such Persons need to know the disclosed information and are apprised of the confidential nature thereof and the party hereto that is disclosing such information shall be responsible for any breach by its or its Affiliates’ advisors, employees, officers, directors, limited partners, equity owners, financing sources and similar Persons. The parties have agreed upon the form of joint press release announcing the execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Homes 4 Rent)
Public Announcements. The Company and Parent and the Company shall consult with each other before issuing, and give will provide each other the reasonable opportunity to review review, comment upon and comment uponconcur with, and use reasonable best efforts to agree on, any press release or other public statements with respect to the Merger and the transactions contemplated by this Agreementhereby, and shall not issue any such press release or make any such public statement without the prior written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned), except as either party, after consultation with outside counsel, may determine is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or stock market if to the extent practical under the circumstances it has used reasonable best efforts to consult with the other party prior thereto regarding the timing, scope and content of any such press release or public statement; provided, however, that a party mayno such consultation shall be required for the Company to make any disclosure or otherwise take any action expressly permitted by Section 5.2. In addition, without the prior consent of the other party except (but after prior consultation, a) to the extent practicable disclosed in or consistent with the circumstancesRegistration Statement or the Proxy Statement in accordance with the provisions of Section 5.3, (b) issue such press release or make such public statement to the extent required by Applicable Lawnecessary to comply with Parent’s periodic reporting obligations under the Exchange Act, court process or the rules and regulations of (c) for any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made consent given in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) 5.8 or (iiid) in the event of a Company Adverse Recommendation Change made in compliance with as expressly permitted by Section 5.02(d)5.2, the Company’s neither party shall issue any press release or otherwise make any public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of or disclosure concerning the reasons of other party or the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its other party’s business, financial condition or results of operationsoperations without the consent of such other party, which consent shall not be unreasonably withheld, delayed or conditioned. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a the form agreed to by Parent the parties. Notwithstanding the foregoing, after the issuance of any press release or the making of any public statement with respect to which the foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any non-public information regarding the Company. Except as expressly transactions contemplated by this Agreement (including beyond the first sentence scope of this Section) or as required by Applicable Law, no party shall issue any the disclosure included in the press release or make any public statement regarding with respect to which the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattershad been consulted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Liberty Interactive Corp)
Public Announcements. Parent BRF and the Company shall consult with each other before issuingissuing any press release, or scheduling a press conference or conference call with investors or analysts, and give shall use reasonable best efforts to consult with each other the reasonable opportunity to review and comment upon, before making any press release or other public statements statement, in each case, with respect to this Agreement or the transactions contemplated by this AgreementTransactions, and shall not issue any such press release or make any such other public statement relating to this Agreement or the Transactions without the prior consent of the other party (party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, except for any such release or announcement that BRF or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or any listing agreement with or rule of any national or foreign securities exchange or association upon which the securities of the Company or BRF, as applicable, are listed, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, that a each party may, without such consultation or consent, make any public statement in response to questions from the prior consent of press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by BRF with the SEC, provided such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements approved in advance by the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules party; and regulations of any national securities exchange or national securities quotation system; provided, further, that that, notwithstanding the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06foregoing, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of neither BRF nor the Company Board for making such Company Adverse Recommendation Change, and shall be required to consult with or obtain consents from the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The other parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue before issuing any press release or make making any other public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employeesany Change in Recommendation, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersAcquisition Proposal or Intervening Event or any action taken in response thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Holdings Corp)
Public Announcements. Parent The Company, Parent, and the Company Merger Sub shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other Financing Disclosure or making any public statements statement with respect to this Agreement or the transactions contemplated by this Agreement, Transactions and shall not issue any such press release or Financing Disclosure or make any such public statement without the prior consent of the other party (which shall other, such consent not to be unreasonably withheld, delayed conditioned or conditioned); provideddelayed. Notwithstanding the foregoing, however(a) any such press release, that a Financing Disclosure or public statement as may be required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the party may, without making the prior consent of release or statement has used its reasonable best efforts to consult with the other party party, (but after prior consultationb) the first sentence of this Section 6.6 shall not apply with respect to a Company Recommendation Change (or any responses thereto) or a Parent Recommendation Change (or any responses thereto), or the proviso in Sections 5.2(b)(ii) and 5.3(b)(ii) (or any response to a statement made pursuant to Sections 5.2(b)(ii) and 5.3(b)(ii)), (c) the first sentence of this Section 6.6 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement, (d) the first sentence of this Section 6.6 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 6.6, to the extent practicable replicated in the circumstances) issue such whole or in party in any subsequent press release or make such public statement to other announcement, and (e) the extent required by Applicable Law, court process or the rules and regulations first sentence of any national securities exchange or national securities quotation system; provided, further, that the foregoing this Section 6.6 shall not (i) apply to any public statement regarding the Transactions in response to questions from the extent containing information that is consistent press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as such statements are not inconsistent with the joint previous press release referred to below or any other release releases, public disclosures or public statement previously issued or statements made jointly by the parties and otherwise in accordance compliance with this Section 6.066.6 and do not reveal material nonpublic information regarding this Agreement or the Transactions. As used above, (ii) “Financing Disclosure” means any communication reference to, or information in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d)connection with, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, Merger and the right of consent (but not the obligation to consult) set forth Transactions that is included in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release any documents to be issued filed with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement any person (including the first sentence SEC), issued, published and/or distributed by the Company, Parent, or Merger Sub in connection with any financing transaction to be entered into by any of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthose parties.
Appears in 1 contract
Public Announcements. Parent and Prior to the Company Closing, neither Seller, without the consent of Buyer, nor Buyer, without the consent of Seller, shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issue any press release or other otherwise make any public statements statement with respect to the transactions contemplated by this Agreement, except as and to the extent that such party shall be so obligated by law, in which case such party shall give advance notice to the other parties, or as provided in the next sentence. Promptly following the execution and delivery of this Agreement, (i) Buyer and Seller, after consultation with one another, shall issue a joint press release announcing the execution of this Agreement; and (ii) Seller and Buyer will cooperate in issuing joint statements to suppliers, customers and employees of the Business. 7.3 Conduct of Business of Seller Prior to the Closing. Seller agrees that, during the period from the date hereof to the Closing, except as specifically consented to or approved by Buyer in writing (it being understood that the consent of Barrx X. Xxxxxx, Xxchxxx X. Xxxxxx xx John X. Xxxxxxx xxxll be sufficient for these purposes), the Business of Seller shall be operated conducted only in the ordinary course and in a manner consistent with past practice. (a) Without limiting the generality of the foregoing, (i) Seller shall not issue take any such press release or make any such public statement without action that would be inconsistent with the prior consent representations and warranties contained in clauses (i) through (vii) of Section 4.3(d) being true and correct as of the other party Closing, and (which ii) in general, Seller shall not be unreasonably withheldtake any action that would result in a failure to meet the condition contained in Section 8.1. (b) From the date hereof to the Closing, delayed or conditioned)Seller shall use its best efforts to preserve the business organization of the Business intact, to keep available to Seller the current services of the Business, its Employees and to preserve for Seller the goodwill of the Business's suppliers, customers and others with whom a business relationship exists; provided, however, that a party may, without the prior consent of the other party (but after prior consultation, nothing shall permit Seller to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations dispose of any national securities exchange assets, make or national securities quotation system; providedagree to make any increase in compensation, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or take any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except action with respect to employees, suppliers or customers, in any such information solely relating to Parent case that is inconsistent with current policies and practices of Seller or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution any other provisions of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the CompanyAgreement. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.21 26 7.4
Appears in 1 contract
Samples: Worldtex Inc
Public Announcements. Parent As soon as practicable after the execution of this Agreement, the Parties shall issue a joint press release in the form agreed to by the Parties in writing immediately preceding the execution of this Agreement (the “Joint Press Release”) to announce such execution. Simultaneously with the Joint Press Release, the Parties shall also agree upon a corresponding question and answer outline for use in responding to inquiries about this Agreement and the Company shall consult relationship of the Parties hereunder. The Parties also agree that the text of this Agreement and any other Alliance Agreement executed as of the date hereof (excluding in each case the schedules to the extent the Parties believe contains confidential competitive material) may be filed as an exhibit to a current report on Form 8-K filed by Ciphergen with the SEC and an exhibit to a Schedule 13D filed by Quest Diagnostics with the SEC. Except as aforesaid and except for such additional disclosure as is deemed necessary, in the reasonable judgment of a Party, to comply with applicable laws or regulations, securities filings or the rules of the NYSE or NASDAQ, no announcement, news release, public statement, publication, or presentation relating to the existence of this Agreement, or the terms hereof, will be made by either Party or its Affiliates without the other Party’s prior written approval. Each of the Parties agrees not to disclose to any Third Party the terms and conditions of this Agreement without the prior approval of the other Parties, except: (i) to advisors (including attorneys, financial advisors and accountants) on a need to know basis, in each case under circumstances that reasonably ensure the confidentiality thereof; or (ii) under circumstances that reasonably ensure the confidentiality of the information, to the extent necessary to comply with the terms of agreements with Third Parties existing as of the Effective Date or the terms of collaboration and exclusive license agreements existing after the Effective Date pursuant to which such Party first obtains rights to Patents or Technology licensed hereunder, or to the extent required by applicable law; provided, however, that if a Party is required by applicable law to make any such disclosure of the terms or conditions of this Agreement, it will give reasonable advance notice to the other before issuingParty of such disclosure requirement and will use its reasonable efforts to seek confidential treatment of such terms and conditions. Notwithstanding the preceding sentence, and give after the Joint Press Release has been issued, each of the Parties may disclose to any Third Party any of the information contained in the Joint Press Release or any such SEC filing. In the event that additional disclosure is deemed necessary, in the reasonable judgment of a Party, to comply with applicable laws or regulations, securities filings or the rules of the NYSE or NASDAQ, the Party making such announcement will provide the other Party with a copy of the proposed text prior to such announcement sufficiently in advance of the scheduled release of such announcement to afford such other Party a reasonable opportunity to review and comment upon, any press release or other public statements with respect to upon the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, proposed text and the right timing of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersdisclosure.
Appears in 1 contract
Samples: Strategic Alliance Agreement (Ciphergen Biosystems Inc)
Public Announcements. Parent and The initial press release regarding this Agreement shall be a joint press release in mutually agreed form. Thereafter, the Company and Parent each shall consult with each the other before issuingprior to issuing any press releases or otherwise making public announcements with respect to the Merger and the Transactions, and to the extent practicable shall give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, and shall not issue on any such press release or make any such public statement without the prior consent of the other party announcement, except in all cases (which shall not a) as may be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process Law or the by obligations pursuant to any listing agreement with or rules and regulations of any national securities exchange or national securities interdealer quotation system; providedservice or by the request of any Governmental Authority, furtherin which case the party required to issue such press release or announcement shall use reasonable best efforts to provide the other party with a reasonable opportunity to review and comment on any such press release or announcement, that the foregoing shall not or (ib) apply with respect to any public statement communications by the Company in connection with a Change of Recommendation effected pursuant to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication and in accordance with Section 5.02(e6.3(e) or (iii) in or, prior to a Change of Recommendation, the applicable event that may give rise to a Change of a Company Adverse Recommendation Change made in compliance with Section 5.02(dRecommendation), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Companyin response thereto. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as may be required by Applicable LawLaw or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Authority, no party neither Parent nor Merger Sub shall issue any press release or make any other written public statement regarding about the other party or vitaCare Transaction without the other party’s operations, directors, officers or employees without obtaining the other partyCompany’s prior written consent. In additionconsent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent, Merger Sub and their respective Affiliates may (i) make disclosures (which are made subject to existing confidentiality obligations) to their respective investors or in connection with its fundraising activities and (ii) provide general information about the parties shall coordinate subject matter of this Agreement in connection with fundraising, marketing, informational or reporting activities of the kind customarily provided with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersinvestments of this nature.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TherapeuticsMD, Inc.)
Public Announcements. Parent (a) The parties acknowledge that the Company’s initial announcement of the transactions contemplated by this Agreement and the Company shall consult with each other before issuingTransaction Documents to customers, suppliers, investors, employees, and give each other otherwise (the reasonable opportunity “Initial Announcement”) and the timing thereof has been agreed by the parties. Other than the transmission of the Initial Announcement at the time mutually agreed upon by the parties, except as required by the Commercial Arrangements, Applicable Law or by the rules or requirements of any stock exchange on which the securities of a party are listed, no party shall make, or cause to review and comment uponbe made, or permit any of its Affiliates to make, any press release or public announcement or other public statements similar communications in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned, or delayed) of the other party, to the extent such release, announcement, or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no party shall be required to receive the consent of the other party to any release, announcement, or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement, or communication includes information (i) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is consistent with the Initial Announcement, provided that such release, announcement, or communication follows the Initial Announcement; (ii) that is consistent with releases, announcements, or other communications previously consented to by the other party in accordance with this Section 4.3; (iii) that is required to be disclosed under GAAP; (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 8-K, Form 10-Q, Form 10-K, Schedule 14A, or other disclosure required by the Commission, the Principal Trading Market, or other Governmental Entity to be made by Warrantholder or any of its subsidiaries or Affiliates, or the Company in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information inconsistent with the Initial Announcement or releases, announcements, or other communications previously consented to by the other party in accordance with this Section 4.3 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, and such disclosure shall not issue any such press release or make any such public statement without be subject to: (A) the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned, or delayed or conditioned); providedand (B) a reasonable opportunity to propose revisions by the other party, however, that and which revisions such party shall make absent a party may, without the prior consent of reasonable basis for objection (and shall provide the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations prompt notice of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, objection and the right of consent (but not the obligation basis therefor and a reasonable opportunity to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) consider and (ydiscuss such objection), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.
Appears in 1 contract
Samples: Omnibus Agreement (Lemonade, Inc.)
Public Announcements. Parent Prior to the Closing, the Company, Shareholder, CTH LLC, Purchaser and the Company Holdings agree that they shall consult with each other before issuingnot, and give each other Party shall cause its Affiliates and Representatives not to, make any statement to the reasonable opportunity to review and comment uponpress, any press release or other public statements with respect announcement regarding this Agreement or the Contemplated Transactions unless the text and time of the release of any such statement have been approved by the other Parties, except where (i) such disclosure is required pursuant to applicable Law, including disclosures to the transactions contemplated by Securities and Exchange Commission regarding this AgreementAgreement (in which case such Party will provide reasonable opportunity to the other Party to review, and shall not issue any such press release or make any such public statement without the statements prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstancesdisclosure) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in except that Purchaser shall be permitted to disclose the event existence and contents of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), this Agreement and such other information related to the Company’s public statement containing (x) such Company Adverse Recommendation Change Contemplated Transactions and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Changeand its Subsidiaries as Purchaser reasonably deems necessary to National CineMedia, LLC, a Delaware limited liability company (“NCM”), and the right members, Representatives and financing sources of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) NCM and (y), except with respect to such information solely relating to Parent or each of its business, financial condition or results of operationsmembers. The parties hereto agree that the initial Parties shall issue a joint press release to be issued with respect release, mutually acceptable to the transactions contemplated hereby following Company, Shareholder and Purchaser, promptly upon execution of this Agreement. Thereafter, no Party to this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any other public statement regarding disclosures concerning the Contemplated Transactions or the contents of this Agreement without the prior written consent of the other party Parties. Notwithstanding the above, nothing in this Section 6.14 will preclude any Party from making any disclosures required by Law or necessary and proper in conjunction with the filing of any Tax Return or other document required to be filed in connection with making or obtaining (as the case may) any Governmental Authorizations required hereunder; provided that the Party required to make the release or statement shall allow the other party’s operations, directors, officers Parties reasonable time to review and comment on such release or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersstatement in advance of such issuance.
Appears in 1 contract
Public Announcements. Parent and Neither Party shall originate any publicity, news release, or public announcements relating to this Agreement (including, without limitation, its existence, its subject matter, the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment uponParties’ performance, any press release amendment hereto, or other public statements with respect performance hereunder), whether to the transactions contemplated by this Agreementpublic or press, and shall not issue any such press release stockholders, or make any such public statement otherwise, without the prior written consent of the other party Party, save only such announcements that are required by law or the rules of any relevant stock exchange to be made or that are otherwise agreed to by the Parties. If a Party decides to make an announcement, whether required by law or otherwise, it shall give the other Party reasonable notice of the text of the announcement so that the other Party shall have an opportunity to comment upon the announcement. To the extent that the receiving Party reasonably requests the deletion of any information in any such announcement, the disclosing Party shall delete such information unless, in the opinion of the disclosing Party’s legal counsel, such information is required by law or the rules of any relevant stock exchange to be disclosed. The timing and content of the initial press release relating to this Agreement, if any, including its existence, the subject matter to which it relates and the transactions contemplated herein will, except as otherwise required by law or any stock exchange rules, be determined jointly by the Parties. To the extent that either Party reasonably determines that it is required to make a filing or any other public disclosure with respect to this Agreement or the terms or existence hereof to comply with the requirements, rules, laws or regulations of any applicable stock exchange, NASDAQ or any governmental or Regulatory Authority or body (which shall not be unreasonably withheldthe “Requesting Body”), delayed or conditioned); provided, however, that a party mayincluding, without limitation, the prior consent U.S. Securities and Exchange Commission (collectively, the “Disclosure Obligations”), such Party shall promptly inform the other Party thereof and shall use reasonable efforts to maintain the confidentiality of the other party (but after prior consultationParty’s Confidential Information in any such filing or disclosure. Prior to making any such filing of a copy of this Agreement, the Parties shall mutually agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the extent practicable other Party does not, then the Parties will use reasonable efforts in connection with such filing to seek the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations confidential treatment of any national securities exchange or national securities quotation system; providedsuch provision. The Parties shall cooperate, furthereach at its own expense, that the foregoing in such filing, including without limitation such confidential treatment request, and shall not (i) apply execute all documents reasonably required in connection therewith. The Parties will reasonably cooperate in responding promptly to any public statement to comments received from the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except Requesting Body with respect to such information solely relating filing in an effort to Parent or its business, financial condition or results achieve confidential treatment of operations. The parties hereto agree such redacted form; provided that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and Party shall be in relieved of such obligation to seek confidential treatment for a form agreed to provision requested by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or Party if such treatment is not achieved after the other party’s operations, directors, officers or employees without obtaining second round of responses to comments from the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersRequesting Body.
Appears in 1 contract
Samples: Distribution, License and Supply Agreement (Onconova Therapeutics, Inc.)
Public Announcements. Parent Parent, Merger Subsidiary and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the transactions contemplated by this Agreement, hereby and the Company shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call without the prior consent of the other party (which shall not be unreasonably withheld, delayed or conditioned)such consultation; provided, however, that a party may, without the prior consent of the other party (but after prior consultation, restrictions set forth in this Section 8.02 shall not apply to the extent practicable in the circumstances) issue such press any release or make such public statement to the extent (a) required by Applicable LawLaw or any applicable listing authority (in which case the parties shall use commercially reasonable efforts to (i) consult with each other prior to making any such disclosure and (ii) cooperate (at the other party’s expense) in connection with the other party’s efforts to obtain a protective order), court process (b) issued by the Company in response to or in connection with the receipt and existence of an Acquisition Proposal, or its making of an Adverse Recommendation Change, (c) following any public statement, release or disclosure by the Company in respect of any Acquisition Proposal or Adverse Recommendation Change, issued by Parent with respect to such matters or (d) in connection with any dispute between the parties regarding this Agreement, the Merger or the rules and regulations of any national securities exchange or national securities quotation systemother transactions contemplated hereby; provided, further, that (x) each of the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint Company and Parent may make press release referred to below or any other release releases or public statement announcements concerning this Agreement or the Merger that consist solely of information previously issued disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in accordance compliance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change 8.02 and (y) a statement of the reasons each of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or may make any public statement regarding statements in response to questions by the other party press, analysts, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made by Parent and/or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate Company in compliance with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthis Section 8.02.
Appears in 1 contract
Public Announcements. Parent Parent, Xxxxxx Sub and the Company Seller Representative 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 statement with respect to 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 Seller Representative, in the case of a press release or other party (which shall not be unreasonably withheldpublic statement by Parent or Merger Sub, delayed or conditioned)Parent, in the case of a press release or other public statement by Seller Representative or a Group Company; provided, however, that a party mayeach Party may make any such announcement which it in good faith believes, without the prior consent based on advice of the other party (but after prior consultationcounsel, is necessary or advisable in connection with any requirement of applicable Law, it being understood and agreed that each Party shall, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required permitted by Applicable applicable Law, court process or provide the rules and regulations other Parties with copies of any national securities exchange or national securities quotation systemsuch announcement in advance of such issuance; provided, further, that the foregoing shall each Party may make internal announcements to their respective employees that are not (i) apply to inconsistent in any public statement to the extent containing information that is consistent material respects with the joint press release referred to below or any other release or Parties’ prior public statement previously issued or made in accordance with disclosures regarding the transactions contemplated by this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operationsAgreement. The parties hereto Parties agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of by this Agreement will be a joint press release and following the Closing shall be in a the form agreed to by Parent the Parties. Notwithstanding the foregoing, this Section 5.5 shall not apply to any press release or other public statement made by Parent, Merger Sub or the Company (including, after the Closing, the Surviving Entity) which is consistent with the terms of this Agreement and does not contain any information relating to the Company. Except as expressly Company (including, after the Closing, the Surviving Entity) or the transactions contemplated by this Agreement (including that has not been previously announced or made public in accordance with the first sentence terms of this Section) Section 5.5. Nothing herein shall prevent Seller Representative or as required by Applicable Lawany of its Affiliates which is a private equity or other investment fund from making customary disclosures (which are made subject to customary confidentiality obligations), no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate including with respect to communications the key economic terms of the transactions contemplated by this Agreement and the return realized as a result thereof, to its current or prospective investors in connection with employeesits normal fundraising and reporting activities. The Parties acknowledge and agree that Parent (or any Affiliate thereof) may file this Agreement, suppliersincluding a summary thereof, customerswith the SEC or otherwise make press releases or other public statements, agents and other stakeholders regarding post-Closing transitionin each case, integration and related mattersas necessary to comply with applicable Laws and/or stock exchange rules.
Appears in 1 contract
Public Announcements. Parent (a) Subject to Section 5.4(b), Section 5.9 and Section 5.10, none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the Company and PTAC, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow the Company, if the disclosing party is a PTAC Party, or PTAC, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the Company shall consult with each other before issuing, and give each other the reasonable opportunity to review comment thereon and comment uponthe disclosing Party shall consider such comments in good faith, any (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other public statements communication previously approved in accordance with respect this Section 5.4, and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement or in connection with the transactions contemplated by hereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Sponsor, PTAC and their respective Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor (including in connection with the PIPE Financing) or in connection with normal fund raising or related marketing or informational or reporting activities. Furthermore, between the date hereof and the Closing Date, the Company shall not, and each shall cause its Subsidiaries not issue any such press release or to, make any such public statement broad-based announcements or disclosures regarding the transactions contemplated hereby or any Ancillary Document to any of their respective employees, customers, suppliers or other business relationships without the prior written consent of the other party PTAC (which shall not to be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related matters.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PropTech Acquisition Corp)
Public Announcements. The Company shall not, and shall cause its Subsidiaries to not, and Parent and the Company Buyer shall consult with each other before issuingnot, and give shall cause each other the reasonable opportunity of their Subsidiaries to review and comment uponnot, issue any press release release, announcement or other public statements with respect to statement concerning the transactions contemplated by this Agreement, and shall not issue any such press release Agreement or make any such public statement the Transactions without the prior written consent of the other, except any release, announcement or other public statement required by applicable Law or any rule or regulation of Nasdaq, the New York Stock Exchange or any other stock exchange to which the relevant party is subject, in which case the party required to make the release or announcement shall use reasonable best efforts to allow each other party (which shall not be unreasonably withheld, delayed reasonable time to comment on such release or conditioned)announcement in advance of such issuance; provided, however, it being understood that a party may, without the prior consent final form and content of the other party (but after prior consultationany such release or announcement, to the extent practicable in so required, shall be at the circumstances) issue such final discretion of the disclosing party. Notwithstanding anything herein to the contrary, the restrictions of this Section 5.7 shall not apply to, and neither Parent’s nor Buyer’s approval shall be required for, any press release release, announcement or make such other public statement or communication (a) by the Company to the extent required by Applicable Lawapplicable Law in connection with a Change of Board Recommendation or otherwise permitted pursuant to Section 5.3(f), court process (b) by Parent in response to any Change of Board Recommendation, any Acquisition Proposal that becomes publicly known or any press release, public statement or other communication by the Company with respect to the foregoing, (c) any Dispute among the parties hereto, subject to the confidentiality provisions set forth in Section 7.10(l) or (d) by either Parent or the rules and regulations Company or their respective Subsidiaries that consists solely of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that which is substantially consistent with the joint press release referred to below any prior release, announcement or any other release or public statement previously issued or communication otherwise made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations5.7. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and Transactions shall be in a the form heretofore agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersparties.
Appears in 1 contract
Public Announcements. Parent and the Company shall consult with each other before issuingNeither Party shall, and give each other the reasonable opportunity to review and comment uponParty shall cause its Affiliates not to, issue any press release or other public statements with respect to the transactions contemplated by this Agreement, and shall not issue any such press release announcement or make any such public statement concerning the Transactions without the prior consent of the other party Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); provided, howeverexcept as may be required by applicable Laws, that a party mayOrder or any Governmental Entity, without in which case the prior consent of Party required to make the disclosure shall allow the other party Party reasonable time (but after prior consultation, not less than 24 hours) to comment thereon in advance of such issuance and the extent practicable disclosing Party shall consider in good faith any reasonable comments provided by the circumstances) issue such other Party. The press release or make such public statement to announcing the extent required by Applicable Law, court process or the rules execution and regulations delivery of any national securities exchange or national securities quotation system; provided, further, that the foregoing this Agreement shall not (i) apply to any public statement to the extent containing information that is consistent with the be a joint press release referred of the Parties in the form mutually agreed upon by the Parties in writing prior to below or any other release or public statement previously issued or made in accordance with this Section 6.06the date hereof (the “Announcements”). Notwithstanding the foregoing, (iia) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to any press release or other public announcement or statement made by any of the Parties hereto which is substantially consistent with the Announcements and the terms of this Agreement and does not contain any information referenced under relating to GE Vernova, MT or any of their respective Affiliates that has not been previously announced or made public in accordance with the preceding clauses terms of this Agreement, (xb) each of GE Vernova and MT may make internal announcements to their respective employees that are consistent with the Announcements, and (y)c) MT and its Affiliates and Representatives may provide information to MT’s current or prospective investors (including limited partners of investment funds affiliated with MT and/or its Affiliates) and/or lenders (and their respective Representatives) regarding the subject matter and terms of this Agreement in connection with their respective fundraising, except marketing, informational, transactional and/or reporting activities, in each case, without any required approval by any Party hereto, so long as the recipients of such information are bound by confidentiality obligations with respect to such information solely relating in form and substance reasonably acceptable to Parent or its business, financial condition or results GE Vernova in advance of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersreceiving such information.
Appears in 1 contract
Samples: Joint Venture Formation Framework Agreement (Montana Technologies Corp.)
Public Announcements. Parent (a) Subject to Section 5.5(b), Section 5.8 and Section 5.9, none of the Company Parties or any of their respective Representatives shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issue any press release releases or other make any public statements announcements with respect to this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement hereby without the prior written consent of of, prior to the other party (which shall not be unreasonably withheldClosing, delayed or conditioned)the Company and SPAC or, after the Closing, the Company; provided, however, that a each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with the Company, if the disclosing party mayis SPAC, without or SPAC, if the prior consent of disclosing party is any Company Party, to review such announcement or communication and the other party opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (but B) after prior consultationthe Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with the Company and the disclosing Party shall consider such comments in good faith, (ii) to the extent practicable such announcements or other communications contain only information previously disclosed in the circumstances) issue such a public statement, press release or make such public statement to the extent required by Applicable Law, court process or the rules and regulations of any national securities exchange or national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement communication previously issued or made approved in accordance with this Section 6.065.5 and (iii) subject to the terms of Section 5.1, to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the Transactions. Notwithstanding the preceding sentence, the Company shall not be required to obtain prior written consent of SPAC if the Company makes any announcement or communication related to the Company IPO unless such announcement or communication refers to SPAC, DM, this Agreement or the Transactions, in which case the prior written consent of SPAC shall be required (such consent not to be unreasonably withheld, conditioned or delayed), except that the Company may make such announcement or other communication without the prior written consent of SPAC (i) if such announcement or other communication is required by applicable Law, in which case the Company and its Representatives shall use commercially reasonable efforts to consult with SPAC to review such announcement or communication and the opportunity to comment thereon and the Company shall consider such comments in good faith, (ii) any to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.02(e) or 5.5 and (iii) subject to the terms of Section 5.1, to Governmental Entities in the event of a Company Adverse Recommendation Change connection with any Consents required to be made in compliance with Section 5.02(d)under this Agreement, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of Ancillary Documents, in connection with the reasons of Transactions or the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersIPO.
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Samples: Investment Agreement and Plan of Merger (USHG Acquisition Corp.)
Public Announcements. Parent The Company, Parent, and the Company Merger Sub shall consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, issuing any press release or other Financing Disclosure or making any public statements statement with respect to this Agreement or the transactions contemplated by this Agreement, Transactions and shall not issue any such press release or Financing Disclosure or make any such public statement without the prior consent of the other party (which shall other, such consent not to be unreasonably withheld, delayed conditioned or conditioned); provideddelayed. Notwithstanding the foregoing, however(a) any such press release, that a Financing Disclosure or public statement as may be required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the party may, without making the prior consent of release or statement has used its reasonable best efforts to consult with the other party party, (but after prior consultationb) the first sentence of this Section 6.6 shall not apply with respect to a Company Recommendation Change (or any responses thereto) or a Parent Recommendation Change (or any responses thereto), or the proviso in Sections 5.2(b)(ii) and 5.3(b)(ii) (or any response to a statement made pursuant to Sections 5.2(b)(ii) and 5.3(b)(ii)), (c) the first sentence of this Section 6.6 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement, (d) the first sentence of this Section 6.6 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 6.6, to the extent practicable replicated in the circumstances) issue such whole or in party in any subsequent press release or make such public statement to other announcement, and (e) the extent required by Applicable Law, court process or the rules and regulations first sentence of any national securities exchange or national securities quotation system; provided, further, that the foregoing this Section 6.6 shall not (i) apply to any public statement regarding the Transactions in response to questions from the extent containing information that is consistent press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as such statements are not inconsistent with the joint previous press release referred to below or any other release releases, public disclosures or public statement previously issued or statements made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in jointly by the event of a Company Adverse Recommendation Change made parties and otherwise in compliance with Section 5.02(d)this Section 6.6 and do not reveal material nonpublic information regarding this Agreement or the Transactions. As used above, “Financing Disclosure” means any reference to, or information in connection with, the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, Merger and the right of consent (but not the obligation to consult) set forth Transactions that is included in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the initial press release any documents to be issued filed with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement any person (including the first sentence SEC), issued, published and/or distributed by the Company, Parent, or Merger Sub in connection with any financing transaction to be entered into by any of this Section) or as required by Applicable Law, no party shall issue any press release or make any public statement regarding the other party or the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, the parties shall coordinate with respect to communications with employees, suppliers, customers, agents and other stakeholders regarding post-Closing transition, integration and related mattersthose parties.
Appears in 1 contract
