Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 3 contracts
Sources: Merger Agreement (On24 Inc.), Voting and Support Agreement (Indaba Capital Management, L.P.), Voting and Support Agreement (On24 Inc.)
Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Stockholder the P2 Parties shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such which consent not to may be unreasonably withheldwithheld in Parent’s sole discretion). Each Stockholder of the P2 Parties consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s the P2 Parties’ identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s the P2 Parties’ commitments and obligations under this Agreement, and each Stockholder of the P2 Parties acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Stockholder of the P2 Parties agrees to promptly give Parent any information it that is in its possession that Parent may reasonably require request for the preparation of any such disclosure documents, and each Stockholder of the P2 Parties agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder the P2 Parties shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 3 contracts
Sources: Merger Agreement (Blackhawk Network Holdings, Inc), Voting and Support Agreement (Silver Lake Group, L.L.C.), Voting and Support Agreement (P2 Capital Partners, LLC)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement, Tender and Support Agreement (ARMO BioSciences, Inc.)
Documentation and Information. Except as required by applicable Law (including From the filing date of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)until the Closing, each the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or Contemplated Transactions and the other transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except (a) as may be required by applicable Legal Requirements (provided that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheld)Parent) or (b) to the extent such announcement contains information that has been previously disclosed publicly. Each The Stockholder consents to and hereby authorizes Parent and Merger Sub Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Sharesother Contemplated Transactions, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and each the Stockholder acknowledges that Parent and Merger Sub Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each The Stockholder agrees to promptly give Parent and the Company any information it either may reasonably require for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any required corrections with respect to any written information supplied by it the Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Exchange Agreement (La Jolla Pharmaceutical Co), Exchange Agreement (Tetraphase Pharmaceuticals Inc)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Stockholder Such Shareholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required to be disclosed by applicable Law, including disclosures pursuant to Exchange Act Section 13(d) and Section 16 (provided that reasonable notice of any such disclosure will be provided to Parent). Each Stockholder The Shareholders hereby notify Parent that they (i) intend to jointly file an amendment to their Schedule 13D filed on June 30, 2016 to disclose their entry into this Agreement and the transactions contemplated hereby and (ii) each intend to file reports on Form 4 to disclose the sale of the applicable Subject Shares. Such Shareholder consents to and hereby authorizes Parent and Merger Sub Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such StockholderShareholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and each Stockholder such Shareholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, Purchaser may file this Agreement or a form hereof with the SEC or with any other Governmental BodyEntity. Each Stockholder Such Shareholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder such Shareholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Shareholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (Duravant LLC), Tender and Support Agreement
Documentation and Information. Except as required by applicable Law (including without limitation, the filing of a Schedule 13D with the SEC which may include this Agreement agreement as an exhibit thereto), each such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this agreement, the Merger Agreement, the Merger Agreement Transactions or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement agreement and the nature of such Stockholder’s commitments and obligations under this Agreementagreement, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (Carbon Black, Inc.), Tender and Support Agreement (Vmware, Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)Legal Requirements, each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not Parent, other than to be unreasonably withheld)amend the Schedule 13D to disclose this Agreement as contemplated in Section 3.4 herein. Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by of the Merger Agreementother Transactions, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such each Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Stockholder party hereto agrees to use its reasonable best efforts to promptly (a) give Parent the other party any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder agrees to promptly (b) notify Parent the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder party shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Voting and Support Agreement (Mirati Therapeutics, Inc.), Voting and Support Agreement (Mirati Therapeutics, Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each No Stockholder shall not(and the Stockholders shall cause their respective controlled Affiliates, and shall direct its Representatives excluding the Company, not to, ) make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure if requested by ▇▇▇▇▇▇). Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent and Merger Sub to publish the Company of such Stockholder’s identity and disclose in all documents and schedules filed with holding of the SECCovered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release or release, the Proxy Statement and any other disclosure document that Parent or Merger Sub reasonably determines to be necessary required in connection with the Merger and any Agreement, the Mergers and/or the other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority or securities exchange. Each Stockholder agrees to promptly give the Company and Parent any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder agrees to promptly notify the Company and Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Voting Agreement (Urstadt Biddle Properties Inc), Voting Agreement (Regency Centers Lp)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Each Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by of the Merger Agreementother Transactions, in each case regarding such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (Loxo Oncology, Inc.), Tender and Support Agreement
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and each such Stockholder acknowledges that Parent and Merger Sub Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (Allergan PLC), Tender and Support Agreement (Tobira Therapeutics, Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each the Stockholder shall not, and shall direct its such Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Each The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed, and each the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, may file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity as required under applicable Law. Each The Stockholder agrees to promptly give Parent any information it in the possession of the Stockholder that the Stockholder may reasonably require for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent to the extent reasonably practicable). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary is required in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered SharesSubject Securities, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC SEC. Such Stockholder agrees, as to himself or any other Governmental Body. Each Stockholder agrees itself, to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (Nimble Storage Inc), Tender and Support Agreement (Hewlett Packard Enterprise Co)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each The Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law or in compliance with the rules or regulations of the SEC, any other Governmental Entity or the Nasdaq or any other national securities exchange as determined in the reasonable discretion of the Stockholder in consultation with his, her or its counsel (provided that notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Each The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any other transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and each the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, will file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each The Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it the Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Voting Agreement (Endologix Inc /De/), Voting Agreement (TriVascular Technologies, Inc.)
Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement, Tender and Support Agreement (Jazz Pharmaceuticals PLC)
Documentation and Information. Except as required by applicable Law (including From the filing date of a Schedule 13D with thus Agreement until the SEC which may include this Agreement as an exhibit thereto)Closing, each the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or Contemplated Transactions and the other transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except (a) as may be required by applicable Legal Requirements (provided that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheld)Parent) or (b) to the extent such announcement contains information that has been previously disclosed publicly. Each The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered SharesContemplated Transactions, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and each the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each The Stockholder agrees to promptly give Parent and the Company any information it either may reasonably require for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any required corrections with respect to any written information supplied by it the Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Exchange Agreement (Acelrx Pharmaceuticals Inc), Exchange Agreement (Tetraphase Pharmaceuticals Inc)
Documentation and Information. Except as required by applicable Law (including From the filing date of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)until the Closing, each such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or Contemplated Transactions and the other transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except (a) as may be required by applicable Legal Requirements (provided that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheld)Parent) or (b) to the extent such announcement contains information that has been previously disclosed publicly. Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered SharesContemplated Transactions, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Such Stockholder agrees to promptly give Parent and the Company any information it either may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Voting Agreement (Tetraphase Pharmaceuticals Inc), Voting Agreement (Acelrx Pharmaceuticals Inc)
Documentation and Information. Except as required by applicable Law law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered SharesSubject Shares and/or, if applicable, Warrants and/or Company Stock Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub may, may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (Inhibitex, Inc.), Tender and Support Agreement (Inhibitex, Inc.)
Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each such Stockholder shall not, and, if such Stockholder is not a natural person, shall cause its Affiliates and shall direct its and their respective Representatives not to, make any public announcement announcement, issue any press release or make any other public statement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (Trecora Resources), Tender and Support Agreement (New Home Co Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law (provided, that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Parent, the Purchaser and/or their affiliates to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub Parent, the Purchaser and/or their affiliates reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub Parent, the Purchaser and/or their respective affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each Such Stockholder agrees to promptly give Parent each of Parent, the Purchaser and/or their respective affiliates any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Sources: Tender and Support Agreement (PLX Technology Inc), Tender and Support Agreement (PLX Technology Inc)
Documentation and Information. Except as required by applicable Law Legal Requirements (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (ConvergeOne Holdings, Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SECSEC or other Governmental Entity or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered SharesSubject Shares and Company Stock Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity or securities exchange. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of both the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to the Company and Parent, and such Stockholder will consider in good faith the reasonable comments of the Company and Parent with respect to such disclosure and otherwise cooperate with the Company and Parent in obtaining confidential treatment with respect to such disclosure). Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, Company of such Stockholder’s identity and ownership holding of the Covered Shares, and the existence terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release, the Proxy Statement and any other disclosure document required in connection with the Share Purchase and Contribution Agreement and the nature consummation of such Stockholder’s commitments and obligations under this Agreementthe Transactions, and each Stockholder acknowledges that Parent and Merger Sub the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity or securities exchange. Each Such Stockholder agrees to promptly give the Company and Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify the Company and Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each No Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to Parent, except as may be unreasonably withheld)required by applicable Law. Each Stockholder (a) consents to and hereby authorizes the publication and disclosure by Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, of such Stockholder’s identity and ownership holdings of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, and in each Stockholder acknowledges case, that Parent reasonably determines is required to be disclosed by applicable Law in any press release, the Offer Documents, the Company’s Schedule 14D-9, any Proxy Statement of the Company (in each case, including all schedules and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof documents filed with the SEC SEC) or any other Governmental Body. Each Stockholder disclosure document in connection with the Offer, the Merger and the other transactions contemplated by the Merger Agreement and (b) agrees to promptly give to Parent any information it may reasonably require for the preparation of any such disclosure documents, and each . Each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (Servotronics Inc /De/)
Documentation and Information. Except as Each Shareholder (i) consents to and authorizes the publication and disclosure by Parent of such Shareholder’s identity and holding of Company Shares, the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines is required to be disclosed by applicable Law in any press release, the Offer Documents, the Reply Documents, the S-4, the Proxy Statement (including the filing of a Schedule 13D all schedules and documents filed with the SEC which may include this Agreement as an exhibit thereto), each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby AMF) or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Transaction Agreement and the nature of such Stockholder’s commitments Securities Purchase Agreement and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Stockholder (ii) agrees as promptly as practical to promptly give to Parent any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder . Each Shareholder agrees to as promptly as practical notify Parent of any required corrections with respect to any written information supplied by it such Shareholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Parent shall provide each Shareholder with a reasonable opportunity to comment on any such publication or disclosure concerning such Shareholder and to consider in good faith such Shareholder’s comments thereon (it being understood that no such comment period shall be required where such Shareholder has previously reviewed and commented on substantially consistent disclosure).
Appears in 1 contract
Documentation and Information. Except as Each Stockholder (a) consents to and authorizes the publication and disclosure by Parent or the Company of such Stockholder’s identity and holding of Subject Shares and other securities of the Company, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for clarity, the disclosure of this Agreement) and any other information, in each case, that Parent or the Company reasonably determines is required to be disclosed by applicable Law (including Laws in any press release, any registration statement, any schedules and documents filed or furnished by Parent or the filing of a Schedule 13D Company with the SEC which may include this Agreement as an exhibit thereto), each Stockholder shall not, and shall direct its Representatives not to, make or any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, and (b) agrees promptly to give to Parent (or the Company, if so directed by ▇▇▇▇▇▇) any information related to such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Stockholder agrees to promptly give Parent any information it Company may reasonably require for the preparation of any such disclosure documents, and each . Each Stockholder agrees promptly to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Parent hereby consents to and authorizes each Stockholder to make such disclosure or filings to the extent required by the SEC.
Appears in 1 contract
Sources: Voting and Support Agreement (Ligand Pharmaceuticals Inc)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)law, each Stockholder Shareholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Purchase Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Buyer (such which consent not to may be unreasonably withheldwithheld in Buyer’s sole discretion). Each Stockholder Shareholder consents to and hereby authorizes Buyer and Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Buyer or Parent or Merger Sub reasonably determines to be necessary in connection with the Merger Purchase Agreement and any transactions contemplated by the Merger Purchase Agreement, such Stockholderthe Shareholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholderthe Shareholder’s commitments and obligations under this Agreement, and each Stockholder the Shareholder acknowledges that Buyer and Parent and Merger Sub may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each Stockholder Shareholder agrees to promptly give Buyer and Parent any information it that is in its possession that Buyer and Parent may reasonably require request for the preparation of any such disclosure documents, and each Stockholder Shareholder agrees to promptly notify Buyer and Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder the Shareholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each the Stockholder shall not, and shall direct its his Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Each The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Covered Subject Shares, Company Stock Options and Company Warrants, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and each the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each The Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheldwithheld or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent to the extent permitted by applicable Law). Each Such Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub or their Affiliates to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that the Company, Parent or Merger Sub or their Affiliates reasonably determines to be necessary in connection with the Offer, the Merger and any of the other transactions contemplated by this Agreement or the Merger Agreement, in each case regarding such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and the Merger Agreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (Daylight Beta, Corp.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Purchaser to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule TO and Schedule 14D-9, and any press release or other disclosure document that Parent or Merger Sub Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and each such Stockholder acknowledges that Parent and Merger Sub Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (F-Star Therapeutics, Inc.)
Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such which consent not to may be unreasonably withheldwithheld in Parent’s sole discretion). Each The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and each the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each The Stockholder agrees to promptly give Parent any information it that is in its possession that Parent may reasonably require request for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Purchaser to publish and disclose in all documents and schedules filed with the SEC, including, Schedule TO and Schedule 14D-9, and any press release or other disclosure document that Parent or Merger Sub Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirements, and each such Stockholder acknowledges that Parent and Merger Sub Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (Applied Genetic Technologies Corp)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law. Each Such Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, including Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by of the Merger Agreementother Transactions, in each case regarding such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become it becomes aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (Ruths Hospitality Group, Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of both the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to the Company and Parent, and such Stockholder will consider in good faith the reasonable comments of the Company and Parent with respect to such disclosure and otherwise cooperate with the Company and Parent in obtaining confidential treatment with respect to such disclosure). Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent and Merger Sub to publish the Company of such Stockholder’s identity and disclose in all documents and schedules filed with holding of the SECCovered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release or release, the Proxy Statement and any other disclosure document that Parent or Merger Sub reasonably determines to be necessary required in connection with the Merger Agreement, the Mergers and any the transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity or securities exchange. Each Such Stockholder agrees to promptly give the Company and Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify the Company and Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Voting Agreement (Synnex Corp)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Legal Requirement (provided that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub Parent, Purchaser and/or their respective Affiliates reasonably determines determine to be necessary required to be disclosed by Legal Requirements in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyBody to the extent required by Legal Requirements. Each Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law Legal Requirements (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), no Stockholder (solely in its capacity as such) shall, and each Stockholder shall not, and shall direct its such Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Each Stockholder (solely in its capacity as such) consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s the Stockholders’ identity and ownership of the Covered Shareseach Stockholder’s Subject Shares or Subject Securities, the existence of this Agreement and the nature of such each Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Stockholder agrees to promptly give Parent any information it related to such Stockholder as Parent may reasonably require for the preparation of any such disclosure documents, and each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law Laws (including without limitation, the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement Agreement, the Merger Transactions or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (Dover Motorsports Inc)
Documentation and Information. Except as Each Stockholder (a) consents to and authorizes the publication and disclosure by Parent or the Company of such Stockholder’s identity and holding of Subject Shares and other Company Securities, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for clarity, the disclosure of this Agreement) and any other information, in each case, that Parent or the Company reasonably determines is required to be disclosed by applicable Law (including Laws in any press release, any registration statement, any schedules and documents filed or furnished by Parent or the filing of a Schedule 13D Company with the SEC which may include this Agreement as an exhibit thereto), each Stockholder shall not, and shall direct its Representatives not to, make or any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, and (b) agrees promptly to give to Parent (or the Company, if so directed by ▇▇▇▇▇▇) any information related to such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Stockholder agrees to promptly give Parent any information it Company may reasonably require for the preparation of any such disclosure documents, and each . Each Stockholder agrees promptly to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Parent hereby consents to and authorizes each Stockholder to make such disclosure or filings to the extent required by the SEC or Nasdaq.
Appears in 1 contract
Sources: Voting and Support Agreement (Biocryst Pharmaceuticals Inc)
Documentation and Information. Except as required by applicable Law Applicable Law, the Shareholder (including in its capacity as a shareholder of the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Stockholder Company) shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Each Stockholder The Shareholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such Stockholderthe Shareholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholderthe Shareholder’s commitments and obligations under this Agreement, and each Stockholder the Shareholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority; provided that, prior to any such announcement or disclosure, as well as any other disclosure that references the Shareholder, Parent shall provide the Shareholder with the opportunity to review and comment on any references to the Shareholder in such announcement or disclosure and consider such comments in good faith. Each Stockholder party hereto agrees to use its reasonable best efforts to promptly (a) give Parent the other party any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder agrees to promptly (b) notify Parent the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder party shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Voting Agreement (Chase Peter R)
Documentation and Information. Except as required by applicable Law (including Each of the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Each Stockholder Stockholders consents to and hereby authorizes Parent and Merger Acquisition Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Acquisition Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered SharesSubject Shares and/or Company Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder of the Stockholders acknowledges that Parent and Merger Acquisition Sub may, may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each Stockholder of the Stockholders agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder of the Stockholders agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheldwithheld or delayed), except as may be required by applicable Law (provided that reasonable advance notice of any such disclosure shall be provided to Parent). Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SECSEC or other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary is required in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity or securities exchange. Each Stockholder agrees to promptly give provide Parent any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each The Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Each The Stockholder consents to and hereby authorizes Parent and Merger Sub Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and in any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary identified by Parent, Purchaser and/or their respective Affiliates in connection with the Offer, the Merger and or any other transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and each the Stockholder acknowledges that Parent and Merger Sub Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyBody to the extent required by Law. Each The Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information it may reasonably require with respect to the Stockholder and the Stockholder’s Subject Shares for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it the Stockholder specifically for use in any such disclosure documentdocument (including any change in the Stockholder's record or beneficial ownership of shares of Common Stock), if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as Each Stockholder (a) consents to and authorizes the publication and disclosure by Parent or the Company of such Stockholder’s identity and holding of Subject Shares and other Company Securities, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for clarity, the disclosure of this Agreement) and any other information, in each case, that Parent or the Company reasonably determines is required to be disclosed by applicable Law (including Laws in any press release, any registration statement, any schedules and documents filed or furnished by Parent or the filing of a Schedule 13D Company with the SEC which may include this Agreement as an exhibit thereto), each Stockholder shall not, and shall direct its Representatives not to, make or any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, and (b) agrees promptly to give to Parent (or the Company, if so directed by P▇▇▇▇▇) any information related to such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Each Stockholder agrees to promptly give Parent any information it Company may reasonably require for the preparation of any such disclosure documents, and each . Each Stockholder agrees promptly to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Parent hereby consents to and authorizes each Stockholder to make such disclosure or filings to the extent required by the SEC or Nasdaq.
Appears in 1 contract
Sources: Voting and Support Agreement (Astria Therapeutics, Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and in any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary identified by Parent, Purchaser and/or their respective Affiliates in connection with the Offer, the Merger and or any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyBody to the extent required by Law. Each Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information it may reasonably require with respect to such Stockholder and such Stockholder’s Subject Shares for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure documentdocument (including any change in such Stockholder's record or beneficial ownership of shares of Common Stock), if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except Such Stockholder (solely in its capacity as required by applicable Law (including a stockholder of the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Stockholder Company) shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law. Each Such Stockholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, including Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by of the Merger Agreementother Transactions, in each case regarding such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and each such Stockholder acknowledges that Parent and Parent, Merger Sub may, in Parent’s sole discretion, and the Company may file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become it becomes aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and in any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary identified by Parent, Purchaser and/or their respective Affiliates in connection with the Offer, the Merger and or any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyBody to the extent required by Law. Each Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information it may reasonably require with respect to such Stockholder and such Stockholder’s Subject Shares for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure documentdocument (including any change in such Stockholder’s record or beneficial ownership of shares of Common Stock), if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (Altair Engineering Inc.)
Documentation and Information. Except as required by applicable Law Laws (including without limitation, the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Each Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (Papa Murphy's Holdings, Inc.)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)Law, each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (Parent, provided, that if Stockholder determines, based upon advice of counsel, that a public announcement is required by applicable Law, Stockholder shall use its commercially reasonable efforts to provide the other parties hereto reasonable advance notice of such consent not determination and reasonable time to be unreasonably withheld)comment on such announcement in advance of such issuance. Each Stockholder consents to and hereby authorizes Parent and Merger Sub the Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub the Purchaser reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger AgreementPPA, such Stockholder’s identity and ownership of the Covered Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub the Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each the Stockholder shall not, and shall direct its his Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Each The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Covered Subject Shares, Company Stock Options and Company RSU Awards, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed, and each the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, may file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority as required under applicable Law. Each The Stockholder agrees to promptly give Parent any information it the Stockholder may reasonably require for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Tender and Support Agreement (Bristol Myers Squibb Co)
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)Law, each Stockholder Shareholders shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such which consent not to may be unreasonably withheldwithheld in Parent’s sole discretion); provided that Shareholders may disclose the terms of this Agreement and file a copy hereof in a Schedule 13D filed with the SEC. Each Stockholder consents Shareholders consent to and hereby authorizes Parent authorize Parent, the Company and Merger Sub the Surviving Entity to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent Parent, the Company or Merger Sub the Surviving Corporation reasonably determines to be necessary in connection with the Merger Agreement and any transactions contemplated by the Merger Agreement, such Stockholder’s identity Shareholders’ identities and ownership of and interests in the Covered SharesSubject Securities, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges Shareholders acknowledge that Parent Parent, the Company and Merger Sub the Surviving Entity may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyEntity. Each Stockholder agrees Shareholders agree to promptly give Parent Parent, the Company and the Surviving Entity any information it that is in their possession that Parent, the Company or the Surviving Entity may reasonably require request for the preparation of any such disclosure documents, and each Stockholder agrees Shareholders agree to promptly notify Parent Parent, the Company and the Surviving Entity of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder Shareholders shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Each The Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Covered SharesSubject Shares and Company Warrants, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and each the Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental BodyAuthority. Each The Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and each the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Sources: Support Agreement (Soliton, Inc.)