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), the Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (which consent may be withheld in Parent’s sole discretion). 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, the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and 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 Entity. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent may reasonably request for the preparation of any such disclosure documents, and 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 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 The Stockholder: (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (which consent may be withheld in Parent’s sole discretion). The Stockholder a) consents to and hereby authorizes Parent the publication and Merger disclosure by Parent, Sub to publish and disclose in all documents and schedules filed with the SECCompany, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offeras applicable, the Merger and any transactions contemplated by the Merger Agreement, of the Stockholder’s identity and ownership holdings of the Subject Shares, the existence of this Agreement and the nature of the Stockholder’s commitments commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement, ) and the Stockholder acknowledges that Parent and Merger Sub mayany other information, in each case, that Parent’s sole discretion, file this Agreement Sub or a form hereof with the SEC Company, as applicable, determines in good faith is required to be disclosed by applicable Law in the Proxy Statement, any press release or any other Governmental Entitydisclosure document (whether or not filed with the SEC) in connection with the Merger and the other Transactions; and (b) agrees to promptly give to Parent, Sub and the Company, as applicable, any information it may reasonably require for the preparation of any such documents. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent may reasonably request for the preparation of any such disclosure documentsnotify Parent, Sub and the Stockholder agrees to promptly notify Parent Company, as applicable, of any required corrections with respect to any written information supplied provided by it specifically for use in any such disclosure documentor on behalf of the Stockholder pursuant to this Section 2, if and to the extent that the Stockholder shall become aware that any such information shall have become false or misleading in any material respect. The Stockholder shall consult with Parent before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated hereby and shall not issue any such press release or make any public statement without the prior written approval of Parent, except as may be required by applicable Laws.
Appears in 1 contract
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), the Such Stockholder shall not 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 (which consent Parent, except as may be withheld in required by applicable Law (provided that reasonable advance notice of any such disclosure will be provided to Parent’s sole discretion). The 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, the such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the such Stockholder’s commitments and obligations under this Agreement, and the 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 EntityBody to the extent required by Law. The Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information that is in its possession that Parent it may reasonably request require with respect to such Stockholder and such Stockholder’s Subject Shares for the preparation of any such disclosure documents, and the 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 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Stockholder shall not, and shall direct 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 (which consent may be withheld in Parent’s sole discretion). 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, the Stockholder’s identity and ownership of the Subject Shares, Company Stock Options and Company Warrants, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and 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 EntityAuthority. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and 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 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Such Stockholder shall not 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 (which such consent not to be unreasonably withheld or delayed), except as may be withheld required by applicable Law (provided that, other than in Parent’s sole discretionthe 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). The 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, the in each case regarding such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of the 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 the 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 Entity. The Such Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request for the preparation of any such disclosure documents, and 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 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 (Daylight Beta, Corp.)
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), the Such Stockholder shall not 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 (which such consent not to be unreasonably withheld), except as may be withheld in required by applicable Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent’s sole discretion). The 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, the such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the such Stockholder’s commitments and obligations under this Agreement, and the 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 EntityBody. The Such Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 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 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 without limitation the filing of a Schedule 13D all schedules and documents filed with the SEC which may include this Agreement as an exhibit thereto), the Stockholder shall not 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 (which consent may be withheld in Parent’s sole discretion). 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, the Stockholder’s identity and ownership of the Subject Shares, the existence of this Transaction Agreement and the nature of the Stockholder’s commitments Securities Purchase Agreement and obligations under this Agreement, and 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 Entity. The Stockholder (ii) agrees as promptly as practical to promptly give to Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 the 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 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), the Such Stockholder shall not 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 (which consent Parent, except as may be withheld in required by applicable Law (provided that reasonable advance notice of any such disclosure will be provided to Parent’s sole discretion). The 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, the such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the such Stockholder’s commitments and obligations under this Agreement, and the 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 EntityBody to the extent required by Law. The Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information that is in its possession that Parent it may reasonably request require with respect to such Stockholder and such Stockholder’s Subject Shares for the preparation of any such disclosure documents, and the 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 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 (Altair Engineering 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 without limitation 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), the Stockholder shall not 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 (which consent may be withheld in Parent’s sole discretion). 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, and (b) agrees promptly to give to Parent (or the Stockholder’s identity and ownership of the Subject SharesCompany, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and the if so directed by P▇▇▇▇▇) any information related to 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 Entity. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent Company may reasonably request require for the preparation of any such disclosure documents, and the . 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 the 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 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 without limitation 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), the Stockholder shall not 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 (which consent may be withheld in Parent’s sole discretion). 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, and (b) agrees promptly to give to Parent (or the Stockholder’s identity and ownership of the Subject SharesCompany, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and the if so directed by ▇▇▇▇▇▇) any information related to 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 Entity. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent Company may reasonably request require for the preparation of any such disclosure documents, and the . 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 the 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 (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Such Stockholder shall not 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 (which such consent not to be unreasonably withheld), except as may be withheld in required by applicable Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent’s sole discretion). The 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, the such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of the 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 the 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 EntityBody. The Such Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request for the preparation of any such disclosure documents, and the 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 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 (Applied Genetic Technologies Corp)
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)Law, the Stockholder shall not 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 (which consent may be withheld 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 determination and reasonable time to comment on such announcement in Parent’s sole discretion)advance of such issuance. The 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 Offer, the Merger and any transactions contemplated by the Merger AgreementPPA, the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and the 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 Entity. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Such Stockholder shall not 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 (which such consent not to be unreasonably withheld), except as may be withheld in required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent’s sole discretion). The 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, the such Stockholder’s identity and ownership of the Subject SharesShares and Company Stock Options, the existence of this Agreement and the nature of the such Stockholder’s commitments and obligations under this Agreement, and the 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 EntityEntity or securities exchange. The Such Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Such Stockholder shall not 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 (which consent the Seller, except as may be withheld in Parent’s sole discretionrequired by applicable Law (provided, that reasonable notice of any such disclosure will be provided to the Seller). The Such Stockholder consents to and hereby authorizes Parent and Merger Sub the Seller, the Purchaser and/or their Affiliates to publish and disclose in all documents and schedules filed with the Securities and Exchange Commission (the “SEC”, and any press release or other disclosure document that Parent or Merger Sub the Seller, 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 Stock Purchase Agreement, the such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the such Stockholder’s commitments and obligations under this Agreement, and the such Stockholder acknowledges that Parent and Merger Sub the Seller, the Purchaser and/or their respective Affiliates may, in Parentthe Seller’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. The Such Stockholder agrees to promptly give Parent each of the Seller, the Purchaser and/or their respective Affiliates any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 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 (EMRISE Corp)
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), the such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (which such consent may not to be withheld in Parent’s sole discretionunreasonably withheld). The 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, the such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the such Stockholder’s commitments and obligations under this Agreement, and the 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 EntityBody. The Such Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 the 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Such Stockholder shall not 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 (which such consent not to be unreasonably withheld, conditioned or delayed), except as may be withheld 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 Parent’s sole discretiongood 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). The 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 Offer, the Merger Share Purchase and any transactions contemplated by the Merger Agreement, the Stockholder’s identity and ownership of the Subject Shares, the existence of this Contribution Agreement and the nature consummation of the Stockholder’s commitments and obligations under this AgreementTransactions, and the 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 EntityEntity or securities exchange. The Such Stockholder agrees to promptly give the Company and Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the The Stockholder shall not 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 (which consent Parent, except as may be withheld in required by applicable Law (provided that reasonable advance notice of any such disclosure will be provided to Parent’s sole discretion). 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, the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and 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 EntityBody to the extent required by Law. The Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information that is in its possession that Parent it may reasonably request require with respect to the Stockholder and the Stockholder’s Subject Shares for the preparation of any such disclosure documents, and 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 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)law, the Stockholder each Shareholder shall not 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 (which consent may be withheld in ParentBuyer’s sole discretion). The Stockholder Each 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 Offer, the Merger Purchase Agreement and any transactions contemplated by the Merger Purchase Agreement, the StockholderShareholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the StockholderShareholder’s commitments and obligations under this Agreement, and the Stockholder 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 EntityAuthority. The Stockholder Each Shareholder agrees to promptly give Buyer and Parent any information that is in its possession that Buyer and Parent may reasonably request for the preparation of any such disclosure documents, and the Stockholder each 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 the Stockholder 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)Law, the Stockholder shall not 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 (which consent may be withheld 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 determination and reasonable time to comment on such announcement in Parent’s sole discretion)advance of such issuance. The 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 Offer, the Merger and any transactions contemplated by the Merger Agreement, the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and the 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 Entity. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Such Stockholder shall not 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 (which such consent not to be unreasonably withheld), except as may be withheld in required by applicable Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent’s sole discretion). The 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, the such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of the 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 the 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 EntityBody. The Such Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request for the preparation of any such disclosure documents, and the 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 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 (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), the Stockholder shall not, and shall direct 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 (which consent may be withheld in Parent’s sole discretion). 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, the Stockholder’s identity and ownership of the Subject Shares, Company Stock Options and Company RSU Awards, the existence of this Agreement and the nature of 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 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 EntityAuthority as required under applicable Law. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent the Stockholder may reasonably request require for the preparation of any such disclosure documents, and 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 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 without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the Such Stockholder shall not 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 (which such consent not to be unreasonably withheld, conditioned or delayed), except as may be withheld 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 Parent’s sole discretiongood 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). The 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 OfferMerger Agreement, the Merger Mergers and any the transactions contemplated by the Merger Agreement, the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and the 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 EntityEntity or securities exchange. The Such Stockholder agrees to promptly give the Company and Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 the 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 Laws (including without limitation limitation, the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), the such Stockholder shall not 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 (which such consent may not to be withheld in Parent’s sole discretionunreasonably withheld, conditioned or delayed). The 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, the such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of the such Stockholder’s commitments and obligations under this Agreement, and the 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 EntityAuthority. The Such Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and the 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 the 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 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), 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 (which consent may be withheld in Parent’s sole discretion). 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, the Stockholder’s identity and ownership of the Subject SharesShares and Company Warrants, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and 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 EntityAuthority. The Stockholder agrees to promptly give Parent any information that is in its possession that Parent it may reasonably request require for the preparation of any such disclosure documents, and 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 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.)