Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Amended and Restated Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Amended and Restated Agreement and Plan of Merger (Alaska Communications Systems Group Inc)
Public Announcements. The initial press release relating Except with respect to any Change in Company Recommendation, any Change in Parent Recommendation or any action taken by the Company or the Company Board or Parent or the Parent Board, as applicable, pursuant to and in accordance with Section 7.4, so long as this Agreement shall be a joint press release issued by Parent and the Company. Thereafteris in effect, Parent and the Company and Parent shall consult with each other before issuing any press release or otherwise making any other public announcements, statements or scheduling a press conference or conference call with investors or analysts, filings with respect to this Agreement or any of the transactions contemplated by this Agreement and, except as otherwise permitted or required by this Agreement and except for the initial press release that will be mutually agreed in good faith by the Parties and the filing of this Agreement (and a summary of this Agreement) and the Form S-4 and the Proxy Statement/Prospectus with the SEC, none of the Company or Parent shall not issue any such press release or make any such other public announcement without statement or filing prior to obtaining the consent of the other party, Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, except as however, that a Party may, without the prior consent of the other Parties, issue any such press release or announcement make any such public statement or filing (a) if the disclosure contained therein is consistent in all material respects with the initial press release referred to above, the summary of this Agreement filed with the SEC, the Form S-4 or the Proxy Statement/Prospectus or (b) as may be required by Applicable Law Law, order or the applicable rules of any stock exchange or quotation system if, in the case of this clause (b), (i) for any reason it is not reasonably practicable to consult with the other Party before making any public statement with respect to this Agreement or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case transactions contemplated by this Agreement or (ii) the party required to make the Party issuing such press release or announcement shall use making such public statement has used its commercially reasonable best efforts to consult with the other party about, Party and allow the other party reasonable time (taking into account the circumstances) to comment on, obtain such release or announcement Party’s consent but has been unable to do so in advance a timely manner through no fault of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithParty.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DUKE REALTY LTD PARTNERSHIP/), Agreement and Plan of Merger (Prologis, L.P.), Agreement and Plan of Merger (Life Storage Lp)
Public Announcements. The parties hereto agree that the initial press release relating to be issued with respect to the transactions contemplated by this Agreement shall be in a joint press release form mutually agreed to by the parties hereto, and shall be issued by Parent and as promptly as practicable following the Companyexecution of this Agreement. Thereafter, Parent and the Company shall consult with each other before issuing any other press release or making any other public announcementsrelease, or scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to consult with each other before making any other public statement, in each case, with respect to this Agreement or the transactions contemplated by this Agreement hereby, and shall not issue any such press release or make any such other public announcement statement relating to this Agreement or the transactions contemplated hereby without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except as for any such release or announcement (a) may be that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable applicable Law or any listing agreement with or rule of any national or foreign securities exchange or association upon which the securities of the Company or Parent, as applicable, are listed, in which case the party required to make the release or announcement shall use reasonable best efforts provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, that nothing in this Section 8.05 shall prohibit or limit either party from (bi) that is consistent with making any public statement in response to questions from the press, analysts, investors or those attending industry conferences, making internal announcements to employees and making disclosures in the Company SEC Documents and the Parent SEC Documents, as applicable, so long as such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved in advance by the other party party, or (cii) relates making any public statement, internal announcements to an Acquisition Proposal employees or Superior Proposaldisclosures in the Company SEC Documents and the Parent SEC Documents in respect of a Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable, in each case only to the extent such statement, announcement or disclosure complies with Section 6.02 or Section 7.02, as applicable, and is otherwise permitted by this Agreement; provided, howeverfurther, that notwithstanding the foregoing and for the avoidance of doubt, the Company proviso shall not be required to consult with Parent before issuing in any press release or making way effect any other public statement with respect to an Adverse Recommendation Change effected prohibition or limitation contained in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (PRA Health Sciences, Inc.), Agreement and Plan of Merger (Icon PLC)
Public Announcements. The initial press release relating with respect to the execution of this Agreement shall be a joint press release issued to be reasonably agreed upon by Parent and the Company. Thereafter, Parent and neither the Company nor Parent shall consult with each other before issuing issue or cause the publication of any press release or making any other public announcements, announcement (to the extent not previously issued or scheduling a press conference or conference call made in accordance with investors or analysts, this Agreement) with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the prior consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be required by Applicable Law or by any applicable listing agreement with the NYSE or rule of any other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or association upon which cause the securities publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (i) the Company shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Company Alternative Proposal that the Special Committee believes in good faith is bona fide and matters related thereto or a Company Adverse Recommendation Change but nothing in this proviso shall limit any obligation of the Company are listedunder Section 5.1(b) to negotiate, through the Special Committee, with Parent in which case good faith and (ii) the party Parent shall not be required to make the release or announcement shall use reasonable best efforts by this Section 5.6 to consult with the any other party about, with respect to a public announcement in connection with the receipt and allow existence of a Parent Alternative Proposal that the other party reasonable time (taking into account Parent’s Board of Directors believes in good faith is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this proviso shall limit any obligation of the circumstancesParent under Section 5.1(c) to comment onnegotiate with the Company in good faith; provided, such release or announcement in advance of such issuancefurther, (b) that is each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications Company in connection compliance with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Section 5.6.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan Management LLC)
Public Announcements. The Each of the Company and Parent shall have the right to prepare an initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to the execution of this Agreement, which press release shall be subject to the prior review and written consent of the other Party (such consent not to be unreasonably conditioned, withheld or delayed). No Party shall, and each will cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement Transactions, without the consent prior written approval of the other partyParty. Notwithstanding the foregoing, which shall not be unreasonably withhelda Party, conditioned its Subsidiaries or delayed, except as such release their Representatives may issue a public announcement or announcement other public disclosures (a) may be required by Applicable Law or any listing agreement with or rule applicable Law, (b) required by the rules of any national securities stock exchange or association upon which such Party’s capital stock is traded or (c) consistent with the securities final form of the press releases announcing the Company Merger, the investor presentation given to investors on the morning of announcement of the Company are listedMerger and other public communications by the Company or Parent as permitted by this Agreement; provided, in which the case the party required to make the release or announcement shall use of clauses (a) and (b), such Party uses reasonable best efforts to consult with afford the other party about, Party an opportunity to first review the content of the proposed disclosure and allow the other party provide reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalcomments thereon; and provided, however, that notwithstanding this Section 6.12 shall not be deemed to restrict in any manner a Party’s ability to communicate privately with its employees (provided that any such communication that is required to be publicly disclosed shall be subject to the foregoing first proviso in this Section 6.12 unless such communication would meet the requirements of clause (c) of this Section 6.12) and for that neither Party shall be required by any provision of this Agreement to consult with or obtain any approval from any other Party with respect to a public announcement or press release issued in connection with the avoidance receipt and existence of doubta Company Competing Proposal or a Parent Competing Proposal, as applicable, and matters related thereto or a Company Change of Recommendation or a Parent Change of Recommendation, other than as set forth in Section 6.3 or Section 6.4, as applicable. In addition, the Company shall not be required to consult reasonably coordinate with Parent before issuing in advance of any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication earnings call, investor presentations or similar communication substantive public communications that are not related to this Agreement and otherwise the subject of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Section 6.12.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ranger Oil Corp), Agreement and Plan of Merger (Ranger Oil Corp), Agreement and Plan of Merger (Baytex Energy Corp.)
Public Announcements. The initial press release relating with respect to the execution of this Agreement and the transactions contemplated hereby shall be a joint press release issued by in a form reasonably acceptable to Parent and the Company. Thereafter, Parent and the Company shall (unless the Company Board has made a Company Adverse Recommendation Change) will use their respective reasonable best efforts to consult with each the other Party before issuing (a) participating in any press release media interviews, (b) engaging in meetings or making any other public announcementscalls with analysts, or scheduling a press conference or conference call with institutional investors or analystsother similar Persons and (c) providing any statements (including press releases) which are public or are reasonably likely to become public, in any such case to the extent relating to the transactions contemplated hereby (a “Public Statement”). In addition, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change) agree to cause their respective directors and executive officers to refrain from taking any position in any such Public Statement that is, without limiting the obligations set forth in Section 8.02, (x) contrary to the positions previously taken by Parent and the Company with respect to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, or (y) reasonably likely to have a significant, adverse impact on the ability of the Parties to consummate the transactions contemplated hereby. None of the limitations set forth in this Section 8.03 shall apply to any disclosure of any information concerning this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, (i) which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements Company deems appropriate in its reasonable judgment, in light of its status as a publicly owned company, including to securities analysts and communications institutional investors and in press interviews; and (ii) in connection with any dispute between the arrangement of Parties regarding this Agreement or the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithtransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (GameStop Corp.), Agreement and Plan of Merger (Geeknet, Inc), Agreement and Plan of Merger (GameStop Corp.)
Public Announcements. The initial press release relating Subject to this Agreement shall its legal obligations (including requirements of any Governmental Authorities, stock exchanges and other similar regulatory bodies and other than as may be a joint press release issued by Parent and required pursuant to the Company. ThereafterExchange Act, Parent and the Company shall consult with each other before issuing any press release Securities Regulation Code or making any other public announcementsApplicable Law), or scheduling a press conference or conference call with investors or analysts, with respect to no party shall make any announcement regarding the entering into of this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release closing to the financial community, governmental entities, employees, customers or make any such other the general public announcement without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except and the parties shall cooperate with each other as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule to the timing and contents of any national securities exchange or association upon which such announcement. Notwithstanding anything herein to the securities contrary, each party and its representatives may consult any tax advisor regarding the tax treatment and tax structure of the Company are listedtransactions contemplated by this Agreement, in which case the party required to make Notes and the release or announcement shall use reasonable best efforts to consult with the other party aboutExchange Agreement, and allow the other party reasonable time (taking into account Subscription Agreement and the circumstances) to comment onNote Assignment, such release or announcement in advance if applicable, and, from and after the date of such issuanceexecution of this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable, (bor, if earlier, the date of public announcement of the transactions contemplated by this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable, or public announcement of discussions between the parties relating to the transactions contemplated by this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable,), may disclose to any Person, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable, and all materials (including opinions or other tax analyses) that is consistent with previous releases, public disclosures are provided relating to such treatment or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalstructure; provided, however, that notwithstanding each party and its representatives, shall not disclose the foregoing and for identities of the avoidance of doubtparties to this Agreement, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected Notes and the Exchange Agreement, and the Subscription Agreement and the Note Assignment, if applicable, in accordance with Section 6.03 or “stop look and listen” communication or similar communication such communications, without the prior consent of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithother party.
Appears in 3 contracts
Samples: Purchase Agreement (Psi Technologies Holdings Inc), Purchase Agreement (Psi Technologies Holdings Inc), Purchase Agreement (Merrill Lynch & Co Inc)
Public Announcements. The initial Acquiror shall promptly, but no later than three days following the effective date of this Agreement, issue a press release relating to disclosing the transactions contemplated hereby. Between the date of this Agreement shall be a joint press release issued by Parent and the Company. ThereafterClosing Date, Parent the Company and the Company Acquiror shall consult with each other before in issuing any other press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and neither party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable comments of the other party. After the Closing Date, the Acquiror shall consult with the Acquiror Nominees in issuing any press release releases or otherwise making public statements or filings and other communications with the Commission or any other public announcements, regulatory agency or scheduling a press conference stock market or conference call with investors or analysts, trading facility with respect to this Agreement or the transactions contemplated by this Agreement hereby and the Acquiror shall not issue any such press release or otherwise make any such public statement, filings or other public announcement communications without the prior written consent of the other partyAcquiror Nominees, which consent shall not be unreasonably withheld, conditioned withheld or delayed, except as such release or announcement (a) may that no prior consent shall be required if such disclosure is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedlaw, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent Acquiror shall provide the Company and its counsel Acquiror Nominees with a reasonable opportunity to review and comment on prior notice of such announcements public statement, filing or communications other communication and shall consider incorporate into such public statement, filing or other communication the Company’s reasonable comments in good faithof the Acquiror Nominees.
Appears in 3 contracts
Samples: Share Exchange Agreement (Trident Rowan Group Inc), Share Exchange Agreement (Purple Mountain Holding Ltd.), Share Exchange Agreement (Trident Rowan Group Inc)
Public Announcements. The initial press release relating to Except as expressly provided for in this Agreement shall be Agreement, and unless and until a joint press release issued by Parent and the Company. ThereafterCompany Adverse Recommendation Change has occurred, Parent and the Company shall consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to statements about this Agreement or any of the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release party may reasonably conclude is required by applicable Law or announcement any applicable exchange requirement or Order. Notwithstanding anything to the contrary herein and without complying with the preceding sentence, (a) each party may be required make any public statement regarding the transactions contemplated by Applicable Law this Agreement in response to questions from the press, analysts, existing or any listing agreement with potential investors, existing or rule of any national securities exchange potential lenders, or association upon which the securities of the Company are listedthose attending industry conferences, and may make internal announcements to employees, in which each case to the party required extent (and only to make the release or announcement shall use reasonable best efforts to consult such extent) that such statements are not inconsistent with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release Information Statement or announcement in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by the parties and do not reveal material non-public information regarding this Agreement or individuallythe transactions contemplated by this Agreement, (b) Company may issue any press release or make any other public statement or comment to be issued or made with respect to any Acquisition Proposal (if approved and only to the extent such public statement or comment is permitted by the other party or Section 6.8), (c) relates Parent may issue any press release or make any other public statement or comment (i) with respect to an Acquisition Proposal that has been publicly announced or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult is publicly known or (ii) in connection with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications debt financing in connection with the arrangement Merger (including any public filings in connection therewith) and (d) each party may make any disclosure of information or public announcement concerning this Agreement and the Debt Financing; provided, that Parent shall provide transactions contemplated hereby in connection with any dispute between the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithparties regarding this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (United Rentals North America Inc)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued the text of which has been agreed to by Parent each of SPAC and the Company. Thereafter, Parent between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law or the requirements of Nasdaq, each of SPAC and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements (including through social media platforms) with respect to this Agreement and the Transactions, and unless such press release or the transactions contemplated public announcement is required by this Agreement and Law, shall not issue any such press release or make any such other public announcement (including through social media platforms) without the prior written consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed). Furthermore, except as such nothing contained in this Section 7.11 shall prevent (i) SPAC or the Company and/or its respective affiliates from publishing any press release or public announcement that is substantively consistent with public statements set forth in (ax) may be required the initial press release, (y) other press releases published by Applicable Law SPAC or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedand/or their respective affiliates prior to the date of this Agreement, in which case the party required or (z) previously consented to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 7.11, (ii) SPAC or “stop look the Company and/or their respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and listen” communication prospective investors that is substantively consistent with public statements set forth in (x) the initial press release, (y) other press releases published by SPAC or the Company and/or their respective affiliates prior to the date of this Agreement, or (z) previously consented to by the other party in accordance with this Section 7.11, or (iii) Sponsor, Energy Spectrum or the Company and their respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their respective members, managers, limited partners, and advisory or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent committees or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements normal fund raising or communications and shall consider the Company’s comments in good faithrelated marketing or information or reporting activities.
Appears in 2 contracts
Samples: Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)
Public Announcements. The initial press release relating to Except as provided for in this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAgreement, each of Parent and the Company shall consult with each other before issuing any press agrees that no public release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or announcement concerning the transactions contemplated hereby shall be issued by this Agreement and shall not issue any such press release or make any such other public announcement party without the prior written consent of the other party, Company and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be required by Applicable Law applicable Law, court process or any listing agreement with or rule the rules and regulations of any national securities exchange or association upon which the national securities of the Company are listedquotation system, in which case the party required to make the release or announcement shall use its reasonable best efforts to consult with the other party about, and extent practicable to allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, (b) it being understood that is consistent with previous releasesthe final form and content of any such release or announcement, public disclosures or public statements made jointly by to the parties or individuallyextent required, if approved by shall be at the other party or (c) relates final discretion of the disclosing party. The Company and Parent agree that the press release announcing the execution and delivery of this Agreement shall be a joint release of, and shall not be issued prior to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance approval of doubteach of, the Company and Parent. Notwithstanding the foregoing, Parent’s consent shall not be required to consult with Parent before issuing respect to, and this Section 6.11 shall not otherwise restrict, any press release or making any other public statement with respect to or in connection with an Adverse Change Recommendation Change effected made in accordance with Section 6.03 or “stop look and listen” communication or similar communication this Agreement. Notwithstanding the foregoing, without the prior consent of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtother parties, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company (a) may communicate with customers, vendors, suppliers, financial analysts, investors and media representatives in a manner consistent with its counsel past practice regarding matters unrelated to this Agreement and the transactions contemplated hereby in compliance with applicable Law and (b) may disseminate the information included in a reasonable opportunity to review and comment on such announcements press release or communications and shall consider the Company’s comments in good faithother document previously approved for external distribution by Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imperial Sugar Co /New/), Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent Company and the Company. Thereafter, Parent Purchaser shall cooperate and the Company shall consult with each other before prior to issuing any press release or making any other public announcementsstatement, announcement or scheduling a press conference or conference call with investors or analysts, SEC filing with respect to this Agreement or the transactions contemplated by this Agreement Transaction Agreements, and shall not issue any such press release release, public statement or announcement or make any such other public announcement without the consent of the other party, which shall SEC filing prior to review and approval (such approval not to be unreasonably withheld, conditioned withheld or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalother; provided, however, that, with respect to the Current Report on Form 8-K that notwithstanding the foregoing Company will be required to file with the SEC within four (4) Business Days after the Effective Date regarding this Agreement and the transactions contemplated hereby, the Company shall provide the Purchaser with a draft of such Current Report on Form 8-K by no later than 5:00 pm Eastern time on the second Business Day immediately following the Effective Date and the Purchaser shall provide any written comments it has on such draft Current Report on Form 8-K within one (1) Business Day after the Purchaser receives such draft. The Company shall consider in good faith and shall use its commercially reasonable best efforts to address any comments provided by the Purchaser with respect to such Current Report on Form 8-K in a manner that is mutually acceptable to the Company and the Purchaser before filing such Current Report on Form 8-K; provided, however, that, so long as the information relating to the Purchaser and its Affiliates and contemplated members contained in such Current Report on Form 8-K is consistent in all material respects with any information with respect to the Current Report on Form 8-K furnished by the Purchaser for the avoidance of doubtinclusion therein, the Company shall not be required under this Section 6.5 to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected delay filing such Current Report on Form 8-K beyond its due date in accordance with Section 6.03 or “stop look and listen” communication or similar communication the requirements of the type contemplated by Rule 14d-9(f) Form 8-K under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Acre Realty Investors Inc), Stock Purchase Agreement (Roberts Realty Investors Inc)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company Parties shall consult with one another prior to issuing, and provide each other before issuing with the opportunity to review and comment upon, any press release public announcement, statement or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, disclosure with respect to this Agreement or the transactions contemplated by this Agreement Mergers and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with by the rules and regulations of the Nasdaq (in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment upon such public announcement or rule of any national securities exchange statement in advance and shall give due consideration to all reasonable additions, deletions or association upon which the securities changes suggested thereto); provided that, (i) each of the Company are listedand Parent may make press releases or public announcements concerning this Agreement or the Mergers that consist solely of information previously disclosed in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 5.9 and (ii) each of the Company and Parent may make any public statements in response to questions by the press, analysts, investors or analysts or those participating in which case the party required to make the release investor calls or announcement shall use reasonable best efforts to consult with the other party aboutindustry conferences, and allow the other party reasonable time (taking into account the circumstances) to comment on, so long as such release or announcement statements consist solely of information previously disclosed in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and/or the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company in compliance with this Section 5.9. The Company shall not be required to consult with provide any review or comment to Parent before issuing regarding any press statement, release or making any other public statement with respect disclosure in response to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement receipt and existence of a Company Takeover Proposal, its consideration of making or its making of a Company Adverse Recommendation Change or any matters related thereto, and following any public statement, release or disclosure by the Company in respect of any of the Debt Financing; providedforegoing matters, that Parent shall not be required to provide any review or comment to the Company regarding any statement, release or disclosure made by Parent with respect to such matters. The Company and its counsel with a reasonable opportunity Parent agree to review issue the previously agreed upon form of joint press release announcing the execution and comment on such announcements or communications and shall consider delivery of this Agreement promptly following the Company’s comments in good faithexecution of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Littelfuse Inc /De)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and Buyer, on the one hand, and the Company. Thereafter, Parent and on the Company other hand, shall consult with one another prior to issuing, and provide each other before issuing with the opportunity to review and comment upon, any press release release, public announcement, public statement or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, disclosure with respect to this Agreement or the transactions contemplated by this Agreement Transactions and shall not issue any such press release release, public announcement, public statement or make any such other public announcement disclosure prior to such consultation without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which by the securities rules and regulations of the Company are listedNYSE, in which case event Parent and Buyer, on the party required to make one hand, and the release or announcement shall use reasonable best efforts to consult with Company, on the other party abouthand, and allow the other party shall endeavor, on a basis reasonable time (taking into account under the circumstances) , to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates provide a meaningful opportunity to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing Parent and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent Buyer or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; providedCompany, that Parent shall provide the Company and its counsel with a reasonable opportunity as applicable, to review and comment on upon such announcements press release, public announcement, public statement or communications other public disclosure in advance and shall consider give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, that (a) each of the Company’s comments , on the one hand, and Parent and Buyer, on the other hand, may make press releases or public announcements concerning this Agreement or the Transactions that consist solely of information previously disclosed in good faithprevious press releases or public announcements made by Parent, Buyer and/or the Company in compliance with this Section 7.04 and (b) each of the Company, on the one hand, and Parent and Buyer, on the other hand, may make any public statements in response to questions by the press, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in previous press releases, public disclosures, public statements or other public disclosures made by Parent, Buyer and/or the Company in compliance with this Section 7.04. The Company, Parent and Buyer agree to issue (or cause to be issued) the previously agreed upon form of joint press release announcing the execution of this Agreement promptly following the execution of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Patheon N.V.), Purchase Agreement (Patheon N.V.)
Public Announcements. The initial press release relating with respect to this Agreement Agreement, the Offer, the Merger and the other transactions contemplated hereby shall be a joint press release issued mutually agreed upon by Parent the Company and the CompanyParent. Thereafter, none of the Parties shall (and each of the Parties shall cause its Representatives and, in the case of Parent, the other members of the Parent and the Company shall consult with each other before issuing any press release or making any other public announcementsGroup, or scheduling a press conference or conference call with investors or analystsif applicable, with respect to this Agreement or the transactions contemplated by this Agreement and shall not to) issue any such press release or make any such other public announcement concerning this Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may the Company, in the event the disclosing party is Parent, the Purchaser, any other member of the Parent Group, if applicable, or any Parent Representative, or (b) Parent, in the event the disclosing party is the Company, any Company Subsidiary or any Company Representative, in each case, with such consent not to be unreasonably conditioned, delayed or withheld; provided, however, that if a Party determines, based upon advice of counsel, that a press release or public announcement is required by Applicable applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange applicable stock exchange, such Party may make such press release or association upon which the securities of the Company are listedpublic announcement, in which case the party required to make the release or announcement disclosing Party shall use its commercially reasonable best efforts to consult with provide the other party about, and allow the other party Parties reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance; provided, (b) further, that is consistent this Section 6.6 shall terminate upon a Company Adverse Recommendation Change; provided, further, that each of Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing Parent and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements do not reveal material, nonpublic information regarding the other Parties, the Offer, the Merger or communications and shall consider the Company’s comments in good faithtransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celera CORP), Agreement and Plan of Merger (Quest Diagnostics Inc)
Public Announcements. The initial Parent and the Company agree to issue a joint press release as the first public disclosure of this Agreement. Prior to the issuance of a press release or other public statement or comment relating to this Agreement shall be a joint press release issued by Parent and (including any proposed termination hereof) or the transactions contemplated hereby, the Company. Thereafter, Parent and the Company Merger Sub shall consult with each other before issuing and provide each other with the opportunity to review and comment on any press release or making any other public announcements, statement or scheduling a press conference or conference call with investors or analysts, with respect comment relating to this Agreement or the transactions contemplated by this Agreement herein, and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned statement or delayed, comment prior to such consultation except as such release or announcement (a) may be required by Applicable applicable Law or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which as may be requested by a Governmental Entity; provided, however, that the securities of restrictions in this Section 7.10 shall not apply (a) to any Company communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company are listed, in which case from and after a Change of Recommendation by the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuanceCompany Board, (b) to communications that is are disclosures or communications by Parent, Merger Sub and their Affiliates to existing or prospective general or limited partners, equity holders, members, managers and investors of such Person or any Affiliates of such Person, in each case who are subject to customary confidentiality restrictions, and deal descriptions on such Person’s website in the ordinary course of business, (c) in connection with any dispute between the Parties regarding this Agreement, the Merger or the other transactions contemplated hereby or (d) made by the Company or Parent, Merger Sub or their respective Affiliates in response to questions by the press, analysts, investors or those participating in investor calls or industry conferences so long as such statements are consistent with information previously disclosed in previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult and/or Parent in compliance with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith7.10.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and Each of the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press Merger Sub agrees that no public release or making any other announcement (including public announcements, or scheduling a press conference or conference call filings with investors or analysts, with respect to this Agreement or the SEC) concerning the transactions contemplated hereby shall be issued by this Agreement and shall not issue any such press release or make any such other public announcement party without the prior written consent of the other party, Company and Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), except as such release or announcement (a) may be required by Applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange or association upon applicable Governmental Body to which the securities of the Company are listedrelevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use commercially reasonable best efforts to consult with the other party about, and allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, (b) it being understood that is consistent the final form and content of any such release or announcement, to the extent so required, shall be at the final discretion of the disclosing party; provided, that the Company or Parent may include disclosures relating to the transactions contemplated hereby in its respective periodic filings with the SEC without seeking consent from, or consulting with, the other party, so long as such disclosures are not inconsistent with the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the parties Company (or individuallymade individually by the Company or Parent, if approved previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty); provided, howeverfinally, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult provide Parent any such opportunity to review or comment in connection with Parent before issuing any press release the receipt and existence of an Acquisition Proposal and matters related thereto or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type other communications contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithSection 6.4(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Gilman Ciocia, Inc.)
Public Announcements. The initial press release relating Except with respect to any Change in Company Recommendation, any Change in Parent Recommendation or any action taken by the Company or the Company Board of Trustees or Parent or the Parent Board, as applicable, pursuant to and in accordance with Section 7.4, so long as this Agreement shall be a joint press release issued by Parent and the Company. Thereafteris in effect, Parent and the Company and Parent shall consult with each other before issuing any press release or otherwise making any other public announcements, statements or scheduling a press conference or conference call with investors or analysts, filings with respect to this Agreement or any of the transactions contemplated by this Agreement and, except as otherwise permitted or required by this Agreement and except for the initial press release that will be mutually agreed in good faith by the Parties and the filing of this Agreement (and a summary of this Agreement) and the Form S-4 and the Proxy Statement/Prospectus with the SEC, none of the Company or Parent shall not issue any such press release or make any such other public announcement without statement or filing prior to obtaining the consent of the other party, Party (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed); provided, except as however, that a Party may, without the prior consent of the other Parties, issue any such press release or announcement make any such public statement or filing (a) if the disclosure contained therein is consistent in all material respects with the initial press release referred to above, the summary of this Agreement filed with the SEC, the Form S-4 or the Proxy Statement/Prospectus or (b) as may be required by Applicable Law Law, order or the applicable rules of any stock exchange or quotation system if, in the case of this clause (b), (i) for any reason it is not reasonably practicable to consult with the other Party before making any public statement with respect to this Agreement or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case transactions contemplated by this Agreement or (ii) the party required to make the Party issuing such press release or announcement shall use making such public statement has used its commercially reasonable best efforts to consult with the other party about, Party and allow the other party reasonable time (taking into account the circumstances) to comment on, obtain such release or announcement Party’s consent but has been unable to do so in advance a timely manner through no fault of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithParty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthpeak Properties, Inc.), Agreement and Plan of Merger (Physicians Realty Trust)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafterparties agree that, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to except as set out in this Agreement or may otherwise be required by applicable law, no information concerning this Agreement and the transactions contemplated herein shall be made public by this Agreement and either party without the prior written consent of the other party. Each party shall not issue any such press release or however, have the right to make any such other public announcement statements related to market supply without the consent of the other party, which shall not be unreasonably withheld, conditioned party provided there is no anticipated adverse impact or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule effect on the reputation of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release there is no reference specifically or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by which could reasonably be implied identifying the other party or (c) relates referencing the trade name or trademark of the other party. In the event either party decides to an Acquisition Proposal or Superior Proposal; providedissue a press release announcing the execution of this Agreement, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company it shall not do so without the prior written approval of the other party. A copy of any proposed press release shall be provided to the other party for approval at least four (4) business days prior to any proposed release. In the event that a disclosure is required pursuant to security exchange rules and regulations or rules and regulations of other Governmental Agencies or stock exchanges, LMI or Nordion as the case may be, shall provide reasonable notice to the other party prior to any such disclosure in order to permit, to the extent possible, such party to purge or otherwise redact the disclosure of Confidential Information to the extent permitted by applicable law, while enabling the other party to comply with the applicable Governmental Agency or applicable law. Each party may disclose this Agreement and the commercial relationship contemplated herein to potential successors and permitted assigns or financing sources as may be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement due diligence (and after receipt of a bona fide expression of interest) obligations of such persons having a need to know such information. Prior to LMI or Nordion disclosing this Agreement and the commercial relationship contemplated herein to a potential successor or permitted assign that is a direct competitor or customer of the Debt Financing; providednon-assigning party, that Parent the assigning party shall provide the Company and its counsel with a reasonable non-assigning party an opportunity to review and comment on redact or otherwise protect its information of commercially sensitive nature. In any event any such announcements or communications and permitted disclosure shall consider be subject to confidentiality obligations of the Company’s comments type substantially similar to those contained in good faiththis Agreement including the CDA.
Appears in 2 contracts
Samples: Confidential Treatment Requested (Lantheus MI Intermediate, Inc.), Confidential Treatment Requested (Lantheus MI Intermediate, Inc.)
Public Announcements. The initial press Neither Party shall release relating any information to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release Third Party or make any such other disclosure or public announcement (including but not limited to press releases, educational and scientific conferences, quarterly investor updates, promotional materials, governmental filings and discussions with public officials, the media, security analysts and investors) regarding the term and existence of this Agreement, or the relationship between the Parties, without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior ProposalParty’s prior written consent; provided, however, that notwithstanding (a) a Party may make any disclosure or public announcement if the foregoing contents of such disclosure or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party; and (b), if in the reasonable opinion of such Party’s counsel, a public disclosure shall be required by Law, including without limitation in a public filing with the United States Securities and Exchange Commission, the disclosing Party shall provide copies of the disclosure reasonably in advance (but in no event less than fifteen (15) Business Days if reasonably practicable under the circumstances) of such filing or other disclosure for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to nondisclosing Party’s prior review and comment on such announcements or communications and shall consider comment, which comments are to be considered by the Company’s comments disclosing Party in good faith; the nondisclosing Party shall provide its comments, if any, on such announcement as soon as reasonably practicable (provided, however, that the disclosing Party need not delay its filing or disclosure, nor consider any comments, if the nondisclosing Party’s comments are not received prior to the time that the disclosing Party must make such filing or disclosure in compliance with applicable Law); and (c) Infinity may issue a press release substantially in the form attached hereto as Exhibit C, the final form of which shall be subject to the Parties’ mutual agreement.
Appears in 2 contracts
Samples: License Agreement (Infinity Pharmaceuticals, Inc.), License Agreement (Discovery Partners International Inc)
Public Announcements. (a) The initial press release relating to this Agreement shall be a joint press release issued by Parent and parties acknowledge that the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or ’s initial announcement of the transactions contemplated by this Agreement and the other Transaction Documents to customers, suppliers, investors, employees, and otherwise (the “Initial Announcement”) and the timing thereof has been agreed by the parties. Other than the transmission of the Initial Announcement at the time mutually agreed upon by the parties, except as required by Applicable Law or by the rules or requirements of any stock exchange on which the securities of a party are listed, no party shall not issue make, or cause to be made, or permit any such of its Affiliates to make, any press release or make any such other public announcement or other similar communications in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned, or delayed) of the other party, to the extent such release, announcement, or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no party shall be required to receive the consent of the other partyparty to any release, announcement, or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement, or communication includes information (i) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is consistent with the Initial Announcement, provided that such release, announcement, or communication follows the Initial Announcement; (ii) that is consistent with releases, announcements, or other communications previously consented to by the other party in accordance with this Section 3.2; (iii) that is required to be disclosed under GAAP; (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 8-K, Form 10-Q, Form 10-K, Schedule 14A, or other disclosure required by the Commission or other Governmental Entity to be made by Amazon or the Company in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information inconsistent with the Initial Announcement or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure shall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned conditioned, or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.
Appears in 2 contracts
Samples: Transaction Agreement (Clean Energy Fuels Corp.), Transaction Agreement (SpartanNash Co)
Public Announcements. The initial press release relating to Until the Closing, or in the event of termination of this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAgreement, Parent and the Company each party shall consult with each the other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such public statement without the prior consent of the other. Notwithstanding anything to the contrary in this Agreement, the Company and its Affiliates, and Mx. Xxx and his Affiliates, shall, in accordance with their respective legal obligations, including but not limited to filings permitted or required by the Securities Act and the Exchange Act, FINRA and other similar regulatory bodies, make (i) such press releases and other public announcement without statements and announcements (“Releases”) as the consent Company, Mx. Xxx or their respective Affiliates, after discussion with their respective legal counsel, deem necessary and appropriate in connection with this Agreement and the transactions contemplated hereby, and (ii) any and all statements the Company or Mx. Xxx xxxx in their respective sole judgment to be appropriate in any and all filings, reports, prospectuses and other similar documents filed with the SEC or other regulatory bodies. Each of the Company and Mx. Xxx shall use reasonable efforts to provide the other party with a copy of any Releases before any publication of same; provided that, if the content of the Release is, in the reasonable judgment of the Company or Mx. Xxx, after discussion with its or his respective legal counsel, materially similar to the content of a Release previously provided to the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of then the Company are listedor Mx. Xxx as the case may be, in which case the party required shall have no obligation to make the release or announcement shall use reasonable best efforts to consult with provide the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance with a copy of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by Release. The non-disclosing party may make comments to the parties or individually, if approved by the other disclosing party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected any such Releases provided to the non-disclosing party and the disclosing party shall take such comments into account and incorporate reasonable comments into the Releases. Notwithstanding anything in accordance with this Section 6.03 or “stop look 7.08 to the contrary, the parties have agreed upon the form of a joint press release announcing the Merger and listen” communication or similar communication the execution of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc), Agreement and Plan of Merger (Dragon Pharmaceutical Inc)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company Parties shall consult with one another prior to issuing, and provide each other before issuing with the opportunity to review and comment upon, any press release public announcement, statement or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, disclosure with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with by the rules and regulations of the Nasdaq (in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment upon such public announcement or rule of any national securities exchange statement in advance and shall give due consideration to all reasonable additions, deletions or association upon which the securities changes suggested thereto); provided that, (i) each of the Company are listedand Parent may make press releases or public announcements concerning this Agreement or the Merger that consist solely of information previously disclosed in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 5.9 and (ii) each of the Company and Parent may make any public statements in response to questions by the press, analysts, investors or analysts or those participating in which case the party required to make the release investor calls or announcement shall use reasonable best efforts to consult with the other party aboutindustry conferences, and allow the other party reasonable time (taking into account the circumstances) to comment on, so long as such release or announcement statements consist solely of information previously disclosed in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and/or the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company in compliance with this Section 5.9. The Company shall not be required to consult with provide any review or comment to Parent before issuing regarding any press statement, release or making any other public statement with respect disclosure in response to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement receipt and existence of a Company Takeover Proposal, its consideration of making or its making of a Company Adverse Recommendation Change or any matters related thereto, and following any public statement, release or disclosure by the Company in respect of any of the Debt Financing; providedforegoing matters, that Parent shall not be required to provide any review or comment to the Company regarding any statement, release or disclosure made by Parent with respect to such matters. The Company and its counsel with a reasonable opportunity Parent agree to review issue the previously agreed upon form of joint press release announcing the execution and comment on such announcements or communications and shall consider delivery of this Agreement promptly following the Company’s comments in good faithexecution of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/), Agreement and Plan of Merger (Analog Devices Inc)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Each of Parent and Merger Sub, on the one hand, and the Company. Thereafter, Parent and on the Company shall other hand, shall, to the extent reasonably practicable, consult with each other before issuing issuing, and give each other a reasonable opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements (including announcements to the employees of the Company and its Subsidiaries) with respect to this Agreement or Agreement, the Merger and the other transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement (including announcements to the employees of the Company and its Subsidiaries) without the prior consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law applicable Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which the national securities of quotation system; provided, that Parent or the Company are listedmay include disclosures relating to this Agreement, the Merger and the transactions contemplated herein in which case the party required to make the release or announcement shall use reasonable best efforts to consult its respective periodic filings with the other party aboutSEC without seeking consent from, and allow or consulting with, the other party reasonable time (taking into account party, so long as such disclosures are substantially similar to the circumstances) to comment on, such release or announcement information contained in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and the parties Company (or individuallymade individually by the Company or Parent, if approved previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty); provided, howeverfurther, that notwithstanding the foregoing each of Parent and for the avoidance of doubt, the Company may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are substantially similar to the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually by a party, if previously consented to by the other party); provided, further, that the restrictions set forth in this Section 5.11 shall not be required apply to consult with Parent before issuing any press release or making any other public statement (x) made or proposed to be made by the Company in connection with respect to an Acquisition Proposal, a Superior Proposal or a Company Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication any action taken pursuant thereto or similar communication of the type contemplated by Rule 14d-9(f(y) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with any dispute between the arrangement of parties regarding this Agreement or the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithtransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Schawk Inc), Agreement and Plan of Merger and Reorganization (Matthews International Corp)
Public Announcements. The initial Notwithstanding anything herein to the contrary, each Party hereby agrees that, except as may be required to comply with the requirements of any applicable Laws, the rules and regulations of each stock exchange upon which the securities of such Party are listed, if any (in which case the Party proposing to issue such press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company or make such public announcement shall consult in good faith with each the other Party before issuing any such press release or making any such public announcement and shall allow the other public announcementsParty reasonable time to comment on such release or announcement in advance of such issuance), or scheduling a press conference or conference call in connection with investors or analyststhe Financing, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such no filing, press release or make any similar public announcement or communication shall be made by it or caused to be made by it concerning the execution or performance of this Agreement unless it shall have consulted the other Party in advance with respect thereto and such other public announcement without the Party consents in writing (which consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment onsuch filing, such release release, announcement or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalcommunication; provided, however, each Party and its Affiliates may make internal announcements regarding this Agreement to its directors, officers and employees without the consent of the other Party. If either Party determines that notwithstanding the foregoing and for the avoidance any of doubtthis Agreement, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent Shareholder Ancillary Agreements or the Debt Financing Sources or their respective Affiliates from Purchaser Ancillary Agreements must be filed pursuant to applicable Law, then before making customary announcements and communications in connection with the arrangement of the Debt Financing; providedsuch filing, that Parent such Party shall provide the Company and its counsel other Party with a reasonable opportunity version of any document it intends to review and comment on such announcements or communications file with any necessary redactions, and shall consider give due consideration to the Companyother Party’s comments in good faithregarding the redacted version and use commercially reasonable efforts to ensure confidential treatment by the applicable authority of any sections specified by such Party.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Compressco Partners, L.P.)
Public Announcements. The parties acknowledge that the communication plan (including the initial press release relating to this Agreement shall be a joint press release issued by Parent and of each party) regarding the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or initial announcement of the transactions contemplated by this Agreement and the other Transaction Documents to customers, suppliers, investors and employees and otherwise (the “Initial Communications Materials”) has been agreed by the parties. During the initial announcement period, no party shall not issue originate any such publicity, news release or other public announcement, written or oral, relating to this Agreement, the other Transaction Documents, the transactions contemplated hereby or thereby or the existence of any arrangement between the parties or make any other communication, in each case which is inconsistent with the Initial Communications Materials. Thereafter, except as required by applicable law or by the rules or requirements of any stock exchange on which the securities of a party hereto are listed, no party hereto shall make, or cause to be made, or permit any of its Affiliates to make, any press release or make any such other public announcement without the consent or other similar communications in respect of the other party, which shall Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned or delayed) of each other party hereto, except as to the extent such release release, announcement or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents; provided that no party shall have the right to consent to any release, announcement (a) may be required by Applicable Law or any listing agreement with or rule communication of any national securities exchange or association upon which other party (including, in the securities case of the Company are listedand Walgreens, in which case the party any filing required to make be made under the release Exchange Act) made in the ordinary course of business unless and to the extent such release, announcement or announcement shall use reasonable best efforts communication (x) relates specifically to consult the signing or completion of the transactions contemplated hereby or by any of the other Transaction Documents or (y) includes information with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is inconsistent with the Initial Communications Materials; provided, further, that the immediately foregoing clauses (x) and (y) shall not apply to any release, announcement or other party about, and allow communication to the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) extent containing information that is consistent with previous releases, public disclosures announcements or public statements made jointly by the parties or individually, if approved other communications previously consented to by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected parties in accordance with this Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith3.2.
Appears in 2 contracts
Samples: Framework Agreement (Amerisourcebergen Corp), Shareholders Agreement (Walgreen Co)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such other public announcement statement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement (a) may be required by Applicable Law Legal Requirements, court process or any listing agreement with or rule rules of any national securities the NYSE, NASDAQ or other stock exchange or association upon on which the securities of Ultimate Parent or the Company are is listed; provided that Parent and the Company may make any public statement in response to specific questions by the press, in which case the party required analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statement is substantially similar to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by Parent and the parties Company (or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty); and provided, howeverfurther, that notwithstanding Parent and Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in response to public statements of any person (other than research analysts and proxy advisory firms) recommending or encouraging stockholders of the foregoing Company not to adopt and for the avoidance of doubtapprove this Agreement, the Merger and the transactions contemplated hereby, after consulting with the Company shall not be required to consult with Parent before issuing and considering in good faith any press release or making any other public statement comments provided by the Company with respect to an Adverse Recommendation Change effected in accordance such public statements to the extent permitted by Legal Requirements, court process or any listing agreement with Section 6.03 or “stop look and listen” communication or similar communication rules of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance NYSE, NASDAQ or other stock exchange on which securities of doubt, nothing herein shall restrict Ultimate Parent or the Debt Financing Sources Company is listed. Notwithstanding the foregoing, but subject to Section 6.5, the restrictions set forth in this Section 6.8 shall not apply to any public statement made or their respective Affiliates from making customary announcements and communications proposed to be made by the Company or Parent in connection with the arrangement or following a Change of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elizabeth Arden Inc), Agreement and Plan of Merger (Revlon Inc /De/)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall use reasonable best efforts to develop a joint communications plan and each party shall use reasonable best efforts to ensure that all press releases and other public statements with respect to the transactions contemplated hereby, to the extent they have not been previously issued or disclosed, shall be consistent with such joint communications plan. Unless otherwise required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, each party shall use reasonable best efforts to consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance the transactions contemplated hereby to the extent they have not been previously issued or disclosed. Parent and the Company agree to issue a mutually acceptable initial joint press release announcing this Agreement. Notwithstanding the foregoing, a party, its Subsidiaries or their Representatives may issue a public announcement or other public disclosures consistent with Section 6.03 or “stop look and listen” communication or similar communication the final form of the type contemplated joint press release announcing the Merger and the investor presentation given to investors on the morning of announcement of the Merger. Notwithstanding anything to the contrary contained herein, no provision this Agreement shall be deemed to restrict in any manner a party’s ability to communicate with its employees, and neither party shall be required by Rule 14d-9(f) under the Exchange Act. For the avoidance any provision of doubt, nothing herein shall restrict Parent this Agreement to consult with or the Debt Financing Sources obtain any approval from any other party with respect to a public announcement or their respective Affiliates from making customary announcements and communications press release issued in connection with the arrangement receipt and existence of the Debt Financing; provideda Company Takeover Proposal or a Parent Takeover Proposal, that as applicable, and matters related thereto or a Company Adverse Recommendation Change or Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements Adverse Recommendation Change, as applicable, other than as set forth in Section 5.4 or communications and shall consider the Company’s comments in good faithSection 5.5, as applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Callon Petroleum Co), Agreement and Plan of Merger (Carrizo Oil & Gas Inc)
Public Announcements. The initial press release relating with respect to this Agreement and the transactions contemplated hereby shall be a joint press release issued mutually agreed to by Parent and the Companyparties. ThereafterExcept in accordance with Section 6.04 or in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby, Parent and the Company shall consult with each other before issuing any other press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or the transactions contemplated by hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which no information of or regarding this Agreement and the transactions contemplated hereby are mentioned that has not previously been disclosed to the public in accordance with this Section 8.03) and shall not issue any such press release or make any such other public announcement without statement or schedule any such press conference or conference call before such consultation except to the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be extent required to do so by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed(including, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, any filings with the Company SEC or as required by the rules of the NYSE); provided that, to the extent reasonably practicable and permitted by Applicable Law, such disclosing party will notify the other parties at least twenty four (24) hours before making any such disclosure and shall not consider in good faith any comments made by the other parties to prevent or restrict disclosure, or on the content of the disclosure; provided, further, that no provision of this Agreement shall be required deemed to consult restrict in any manner the Company’s ability to communicate with Parent before issuing its or its Subsidiaries’ employees. Notwithstanding the foregoing, after the issuance of any press release or the making of any other public statement with respect to an Adverse Recommendation Change effected which the foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements contain substantially similar information as the disclosure included in accordance the press release or public statement with Section 6.03 respect to which the other party had been consulted. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of Parent to communicate with its Affiliates or “stop look and listen” communication Parent or any of its Affiliates that are private equity funds or similar communication investment funds, or any manager or general partner of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtsuch fund, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates Ocean Network Express, from making customary announcements disclosures on a confidential basis to current equity holders, members and communications managers of Parent or its Affiliates, in connection each case, who are subject to customary confidentiality restrictions with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity respect to review and comment on such announcements or communications and shall consider the Company’s comments in good faithnon-public information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Atlas Corp.)
Public Announcements. The initial press release release(s) issued by the parties hereto concerning this Agreement and the transactions contemplated hereby shall be in such form as agreed by Buyer and the Equityholder Representative, such agreement not to be unreasonably withheld, conditioned or delayed. If Buyer and the Equityholder Representative cannot agree on the initial press release, then, from the date hereof until the Closing, Buyer and each Seller shall be permitted to make any disclosure relating to the matters contemplated by this Agreement shall that may be a joint press release issued required by Parent and Law or the Company. Thereafter, Parent and rules or regulations of any exchange to which it is subject; provided that the Company shall consult with each other before issuing party proposing to issue any press release or making similar public announcement or communication in compliance with any other such disclosure obligation shall use reasonable best efforts to consult in good faith with Buyer (in the case of a Seller) or the Equityholder Representative (in the case of Buyer) before doing so. Following the Closing and the initial press release, none of Buyer, the Company, either Seller or any of their respective Affiliates shall issue or make any subsequent press release or public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by hereby containing any substantive information in addition to that previously permitted to be disclosed pursuant to this Agreement and shall not issue any such press release or make any such other public announcement Section 6.04 without the prior consent of Buyer and the other party, which shall not be unreasonably withheld, conditioned or delayedEquityholder Representative, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange to which it is subject, or association upon which (b) consistent with any previous public disclosures regarding this Agreement and the securities of the Company are listed, in which case transactions contemplated hereby; provided that the party required proposing to make the issue any press release or similar public announcement or communication in compliance with any such disclosure obligation shall use reasonable best efforts to consult in good faith with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithdoing so.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Catalent, Inc.), Stock Purchase Agreement (Orgenesis Inc.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued the text of which has been agreed to by Parent each of SPAC and the Company. As promptly as practicable following the execution of this Agreement, but no later than four (4) Business Days thereafter, SPAC shall prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (the “Signing Form 8-K”). Prior to filing with the SEC, SPAC will make available to the Company a draft of the Signing Form 8-K and will provide the Company with a reasonable opportunity to comment on such draft and shall consider such comments in good faith. Thereafter, Parent between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article X) unless otherwise prohibited by applicable Law or the requirements of Nasdaq, each of SPAC and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement Agreement, the Mergers or any of the transactions contemplated by this Agreement other Transactions, and shall not issue any such press release or make any such other public announcement statement without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior ProposalParty; provided, however, that notwithstanding the foregoing each of SPAC and for the avoidance of doubt, the Company shall not be may make any such announcement or other communication if such announcement or other communication is required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent applicable Law or the Debt Financing Sources rules of any stock exchange, in which case the disclosing Party shall, to the fullest extent permitted by applicable Law, first allow the other Party to review such announcement or their respective Affiliates from making customary announcements communication and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review comment thereon and comment on such announcements or communications and the disclosing Party shall consider the Company’s such comments in good faith. Furthermore, nothing contained in this Section 8.09 shall prevent SPAC or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors.
Appears in 2 contracts
Samples: Business Combination Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued Unless otherwise required by Parent and applicable Law or stock exchange requirements (based upon the Company. Thereafterreasonable advice of counsel), Parent and none of Stellar, Edesa or the Company shall consult with each other before issuing any press release or making any other public announcementsShareholders, or scheduling a press conference or conference call with investors or analyststheir respective Affiliates, with shall make any public announcements in respect to of this Agreement or the transactions contemplated by this Agreement and hereby or otherwise communicate with any news media without the prior written consent of the others, which consent shall not issue be unreasonably withheld or delayed. Prior to any such press release or make any such other public announcement without the consent announcement, none of the Parties shall disclose this Agreement or any aspect of the Share Exchange except to its board of directors, its senior management, its legal, accounting, financial or other partyprofessional advisors. Notwithstanding the foregoing, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of Parties acknowledge that Stellar is a public company and will have to file a current report on Form 8-K regarding this Agreement and the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party aboutShare Exchange, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall Stellar will provide the Company and its counsel with Edesa a reasonable opportunity to review and comment on such announcements or communications Form 8-K and any associated public announcement regarding this Agreement and the transactions contemplated hereby and Stellar shall consider the Company’s reasonable and timely comments of Edesa thereon in good faith; and (b) (i) on the advice of outside legal counsel, Stellar may issue a press release or public statement without the consent of Edesa if required by applicable Law or otherwise made in connection with a Stellar Change in Recommendation and (ii) other than a press release announcing a Stellar Change in Recommendation or a subsequent press release relating to such Stellar Change in Recommendation, any press release or public statement to be issued without the consent of Edesa pursuant to clause (i) shall be subject to reasonable prior notice to and review of Edesa, to the extent reasonable prior notice is practicable, and Stellar shall consider the reasonable and timely comments of Edesa thereon in good faith.
Appears in 1 contract
Samples: Share Exchange Agreement (Stellar Biotechnologies, Inc.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall will consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements before the Effective Time with respect to this Agreement the Merger or the other transactions contemplated by this Agreement hereby and shall will not issue any such press release or make any such other public announcement without statement before receiving the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such . Nothing in this Section 5.9 prohibits any party from making a press release or announcement (a) may be other statement required by Applicable Law or Law, including any obligations under any listing agreement with the Nasdaq Capital Market, or rule of any national securities exchange or association upon which the securities of the Company are listedthat such party concludes in good faith is necessary (after consultation with outside legal counsel) in order to comply with its fiduciary duties, in which case if the party required to make making the release or announcement shall use disclosure has first used its reasonable best efforts to consult in good faith with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, before issuing any such press release or announcement in advance of such issuanceother statement. Notwithstanding the foregoing sentences, (bi) that is consistent no consultation shall be required to make any disclosure or otherwise take any action expressly required by Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; (ii) the Company may include disclosures relating to this Agreement, the Merger and the transactions contemplated herein in its periodic filings with the SEC without seeking approval from, or consulting with, Parent so long as such disclosures are substantially similar to the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the parties Company (or individually, if approved by the other party or party); and (ciii) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing each of Parent and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing may make any press release or making any other public statement with respect in response to an Adverse Recommendation Change effected specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are substantially similar to the information contained in accordance with Section 6.03 previous press releases, public disclosures or “stop look public statements made jointly by Parent and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements (or communications and shall consider individually, if approved by the Company’s comments in good faithother party).
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement parties shall be mutually agree on a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making press releases (either joint or separate, as the parties may agree) to be issued upon execution of this Agreement. Neither party shall make any other subsequent public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to announcement concerning this Agreement or the transactions contemplated terms hereof not previously made public without the prior written approval of the other party with regard to the form, content, and precise timing of such announcement, except as may be required to be made by either party or its parent in order to comply with applicable law, regulations, court orders, or tax, securities filings, financing arrangements, acquisitions, or sublicenses (including, if CyDex or its parent so determines, attaching the text of this Agreement and shall not issue any such press release the Supply Agreement as an exhibit to a SEC Form 8-K or make any such other public announcement without the Form 10-K report). Such consent of the other party, which shall not be unreasonably withheld, conditioned or delayeddelayed by such other party. Before any such public announcement, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required wishing to make the release or announcement shall use reasonable best efforts submit a draft of the proposed announcement to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement sufficiently in advance of the scheduled disclosure to afford such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on upon the proposed text and the timing of such announcements or communications disclosure, and shall consider all reasonable comments of the Company’s comments other party regarding such disclosure. (Provided, that neither party shall use the trademark or logo of the other party, its Affiliates or their respective employee(s) in good faithany publicity, promotion, news release or public disclosure relating to this Agreement or its subject matter, except as may be required by law or required by the rules of an applicable US national securities exchange or except with the prior express written permission of such other party, such permission not to be unreasonably withheld, conditioned or delayed.) Notwithstanding the above, once a public disclosure has been made, either party shall be free to disclose to Third Parties any information contained in said public disclosure, without further pre-review or pre-approval.
Appears in 1 contract
Public Announcements. The initial press release relating to Between the date of this Agreement shall be a joint press release issued by Parent and the Company. ThereafterClosing Date, Parent and except to the extent required by Law, neither Purchaser nor the Company shall consult with each other before issuing shall, directly or indirectly, issue any press release or making public announcement of any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or kind concerning the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the prior written consent of the other party, which shall Parties (not to be unreasonably withheld, conditioned or delayed); provided that any Party may make any public announcement, except as such release or announcement (a) may be required by Applicable disclosure which it in good faith believes, based on advice of counsel, is necessary or advisable in connection with any requirement of Law or any listing agreement with regulation or rule pursuant to the requirements of any national securities exchange or association upon which the securities of exchange, it being understood that Purchaser and the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with will provide the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, Party with copies of any such release or announcement in advance of such issuanceissuance and use commercially reasonable efforts to consult and to agree upon a mutually satisfactory text prior to the making thereof; and provided further that any public announcement, (b) release or disclosure by Purchaser in respect of the Specified Matter that is not consistent in all material respects with previous releasesSection 7.3 of the Company Disclosure Schedule shall require the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Following the Closing, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing Purchaser and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing the Stockholder Representative prior to making any press public announcement, release or making any other public statement with disclosure in respect to an Adverse Recommendation Change effected of the Specified Matter that is not consistent in accordance all material respects with Section 6.03 or “stop look and listen” communication or similar communication 7.3 of the type contemplated by Rule 14d-9(f) under Company Disclosure Schedule, or in respect of any development or update on status regarding the Exchange Act. For the avoidance of doubtSpecified Matter, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithfaith any comments to such public announcement, release or disclosure from the Stockholder Representative.
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company and Buyer, and thereafter the Company and Buyer shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the prior consent of the other partyParty, which consent shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with under which or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party Party required to make the release or announcement shall use reasonable best efforts to consult with the other party Party about, and allow the other party Party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent Buyer before issuing any press release or making any other public statement (x) with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 5.03, (y) solely to the extent expressly permitted under Section 5.03, with respect to its receipt and consideration of any Acquisition Proposal, Superior Proposal or “stop look and stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For , or (z) disseminating any communications principally directed to employees, customers, partners or vendors so long as such communications are in compliance with this Agreement (including Section 5.05) or substantively consistent with (and do not add additional material information to) previous releases, public disclosures, public statements or other communications made by the avoidance Parties not in violation of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.
Appears in 1 contract
Samples: Transaction Agreement (Mimecast LTD)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent and the Company. Thereafter, thereafter Parent and the Company shall consult with each the other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to the Offer. Notwithstanding the foregoing, (a) each party may, without complying with the foregoing obligations, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in documents filed or furnished to the SEC, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Agreement or Section 7.04, (b) a party may, without complying with the transactions contemplated by this Agreement and shall not foregoing obligations, issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except statement as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedexchange, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates the Company need not comply with the foregoing obligations in connection with any press release, public statement or filing to an Acquisition Proposal be issued or Superior Proposalmade with respect to any Adverse Recommendation Change made in accordance with the terms of Section 5.03(e) or Section 5.03(f); provided, however, that notwithstanding the foregoing and for the avoidance of doubtupon issuing or making, as applicable, any such release, statement or filing as provided in clause (b) or (c) above, the Company shall shall, as soon as reasonably practicable thereafter, give Parent notice of and a written copy of such press release, public statement or filing; and (d) Parent need not be required to consult comply with Parent before issuing the foregoing obligations in connection with any press release or making any other release, public statement or filing to be issued or made in connection with respect any matter described in clause (c) above or any actions taken or to an Adverse Recommendation Change effected be taken in accordance with Section 6.03 connection therewith, provided that, Parent shall, as soon as reasonably practicable thereafter, give the Company notice of and a written copy of such release, announcement or “stop look and listen” communication statement. The Company may not hold any analyst calls or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications other publicly attended conference calls in connection with the arrangement execution and delivery of this Agreement and the announcement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithtransactions contemplated hereby.
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each and obtain the approval of (which approval shall not be unreasonably withheld) the other party before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to the Merger or this Agreement Agreement, and no party hereto shall issue or cause to be issued any such press release prior to such consultation and approval, except to the transactions contemplated extent required by this Agreement and applicable Law, in which case the party proposing to issue such press release or make such public announcement shall not issue use commercially reasonable efforts to consult in good faith with the other party before issuing any such press release or make making any such other public announcement without the consent to attempt to agree upon mutually satisfactory text. Upon receipt of the other Corporate Stockholder Approval and/or the Closing, Parent and the Company shall issue a mutually agreed upon press release announcing the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Section 5.10 shall be deemed to prohibit any party from making any disclosure that its counsel deems necessary in order to fulfill such party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required ’s disclosure obligations imposed by Applicable Law or any listing agreement with or rule Regulation of any national securities exchange or association upon which automated quotation system, so long as the securities of the Company are listed, in which case the disclosing party required to make the release or announcement shall use reasonable best efforts to consult consults with the other party about, and allow prior to such disclosure except that in no event shall the other party reasonable time (taking into account Company or any of the circumstances) to comment on, such release Company Representatives make any public statement or announcement in advance of such issuanceregarding, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubtotherwise disclose, the Company shall not be required existence, terms or subject matter of this Agreement prior to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication receipt of Stockholder Approval without the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the CompanyParent’s comments in good faithprior written consent.
Appears in 1 contract
Public Announcements. The Each of Adient and Yanfeng will issue an initial press release relating to this Agreement shall be regarding the Transactions and Adient will issue a joint press release issued by Parent Current Report on Form 8-K under the Securities Exchange Act of 1934 describing the Transactions and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by filing this Agreement and the YFAS Extension (the “Initial Disclosures”); provided that Adient and Yanfeng shall not issue any have provided each other with a draft of such initial press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements press release prior to its issuance (it being understood that each of Adient and Yanfeng shall consider and make a good faith effort to reflect the other Party’s comments). Except as otherwise expressly contemplated by this Agreement or the Definitive Agreements, none of the Parties (nor any of their respective Affiliates) shall issue any other press release or otherwise make any public statements or disclosure with respect to the execution or performance of this Agreement or to the Transactions contemplated hereby or by the Definitive Agreements without the prior written consent of the other Parties; provided, however, that, notwithstanding anything to the contrary in this Agreement or the Definitive Agreements, none of the Parties shall be restrained from making such disclosure as may be required by Law or by the listing agreement with or regulations of any stock exchange (in which case the Party seeking to make such disclosure shall promptly notify the other Parties thereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued); provided, further, that each Party may make public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are not inconsistent in tone and shall consider substance with the Company’s comments in good faithInitial Disclosures or other previous public statements, disclosures or communications made by the Parties or to the extent that they have been reviewed and previously approved by all of the Parties.
Appears in 1 contract
Samples: Master Agreement (Adient PLC)
Public Announcements. The initial Parties have agreed upon the content of one (1) or more press release relating to this Agreement releases which shall be a joint press release issued by Parent and substantially in the Company. Thereafterform(s) attached hereto as Exhibit E. No Party shall issue or make any other public announcement, Parent and the Company shall consult with each other before issuing any press release or making any other public announcementsdisclosure regarding this Agreement, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement its subject matter or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement terms thereof without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayedParties, except as for any such release or announcement (a) may be disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable applicable Law or any listing agreement with or rule the rules of any national securities a stock exchange or association upon on which the securities of the Company disclosing Party are listed. If a Party is, in the opinion of its counsel, required by applicable Law or the rules of a stock exchange on which case the party required its securities are listed to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment ona public disclosure, such release or announcement Party shall submit the proposed disclosure in writing as far in advance of the disclosure as practicable, to the other Parties and provide such issuanceother Parties a reasonable opportunity to comment thereon. The contents of any announcement or filing or similar publicity that has been reviewed and approved by the reviewing Parties or that is consistent with the foregoing may then be re-released by any Party without a requirement for advance notice or re-approval. Notwithstanding the foregoing, at any time following the Closing Date, the Parties and their respective Affiliates are permitted to make statements that substantially reiterate, are not inconsistent with and do not contain any information relating to any of (a) the Transaction, (b) that is consistent with the other Party hereto or (c) the conduct of the Business prior to Closing not previously included in, the previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by Parties in compliance with this Section 11.1 without the prior written consent of the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithParties.
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAny public announcement, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, similar publicity with respect to this Agreement or the transactions contemplated Transactions will be issued, if at all, at such time and in such manner as Buyer determines; provided, that the content of such announcements shall be subject to the prior written approval of at least one Shareholder, which consent shall not be unreasonably delayed, withheld or postponed; provided, further, that if any Shareholder fails to timely respond to Buyer’s request for such approval, then Buyer may proceed with issuing any such announcement, press release or similar publicity to the extent Buyer in good faith believes that such issuance is required by Law. Except with the prior Consent of Buyer, as permitted by this Agreement and or as required by Law, none of Seller, Shareholders, any of their respective Affiliates or any of their respective Representatives shall not issue disclose to any Person (a) the fact that any Confidential Information has been disclosed to Buyer or its Representatives, that any Confidential Information of Buyer has been disclosed to Seller or its Representatives or (b) any information about the Transactions, including the status of such press release discussions or make negotiations, the execution of any such other public announcement without the consent documents (including this Agreement) or any of the other partyterms of the Transactions or the related documents (including this Agreement). Prior to the Closing, Seller shall have the right to approve (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned) the means by which Seller’s employees, except as such release or announcement (a) may customers, suppliers and others having dealings with Seller will be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities informed of the Company are listedTransactions, in which case as well as the party required to make the release or announcement shall use reasonable best efforts to consult with the other party aboutcontent of such communication, and allow Buyer will have the other party reasonable time (taking into account the circumstances) right to comment on, be present for any such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalcommunication; provided, however, that notwithstanding the foregoing and for the avoidance Seller shall have no right of doubt, the Company shall not be approval over any disclosures that Buyer is required to consult with Parent before issuing any press release make under Law or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithapplicable securities exchange rules.
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any No press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect announcement related to this Agreement or the transactions contemplated Transactions shall be issued or made by this Agreement and shall not issue any such press release the Purchaser or make any such other public announcement its Affiliates without the consent prior written approval of the other party, which shall Company (not to be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be unless required by Applicable Law or any listing agreement with or rule (based on the advice of any national securities exchange or association upon which the securities of the Company are listed, counsel) in which case the party required Company shall have the right to make the release review and reasonably comment on such press release, announcement or announcement shall use reasonable best efforts communication prior to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures distribution or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding publication. Notwithstanding the foregoing and for (but subject to the avoidance terms of doubtthe Confidentiality Agreement), the Company Purchaser and its Affiliates shall not be required to consult restricted from communicating with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements investors and communications potential investors regarding the Transactions in connection with marketing, informational or reporting activities in the arrangement ordinary course of the Debt FinancingPurchaser’s business; provided, provided that Parent shall provide the recipient of such information is subject to a customary obligation to keep such information confidential. Each of the Company and its counsel with a reasonable opportunity the Notes Issuer may issue or make one or more press releases or public announcements regarding the Transactions and the Other Financing Transactions (in the case of the Transactions (including the Form 8-K filed by the Company in respect thereof), subject to providing the Purchaser the right to review and reasonably comment on such announcements press release, announcement or communications communication prior to issuance, distribution or publication) and shall consider may file this Agreement with the SEC and may provide information about the subject matter of this Agreement in connection with equity or debt issuances, share repurchases, or marketing, informational or reporting activities. The (i) Company’s comments initial press release regarding the Transactions (whether or not the Purchaser is expressly referred to therein) and (ii) any subsequent press release by the Company regarding the Transactions that includes a reference to the Purchaser shall, in good faitheach case, be in such form as has been agreed to in writing by the Purchaser prior to the filing or dissemination thereof (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Investment Agreement (Norwegian Cruise Line Holdings Ltd.)
Public Announcements. The initial press release relating with respect to this Agreement the transactions contemplated hereby shall be in a joint press release issued form to be reasonably agreed upon by Parent the Partnership and the CompanyPurchasers. Thereafter, Parent and except as required by applicable Law, neither the Company Partnership nor the Purchasers shall consult with each other before issuing make any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement hereby without the prior written consent of the each other party, Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 5.03, except the Partnership and its Subsidiaries agree that (i) the Purchasers may (A) publicize their ownership in the Partnership, as well as the identity of the Partnership, the size of the investment and its pricing terms with respect to the Class A Convertible Preferred Units on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (B) display the Partnership’s corporate logo in conjunction with any such release or announcement reference, (aii) (A) any Party may be make any public disclosure it believes in good faith is required by Applicable applicable Law or any listing or trading agreement with or rule other securities exchange requirement concerning its publicly traded securities and (B) after the Closing, any Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder, and (iii) the Partnership and any of its Affiliates may, without the prior written consent of any national securities exchange other Party or association upon which its Affiliates, disclose the securities terms and provisions of this Agreement and any information regarding this Agreement and the Company are listed, transactions contemplated hereby in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with (A) offering materials for a securities offering or lending transaction, and/or (B) one or more customary investor presentations or related conference calls by the arrangement of the Debt Financing; provided, that Parent shall provide the Company Partnership and its counsel Affiliates with investors or analysts. In the event a reasonable opportunity Party has approved any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to review make disclosures substantially similar (as to form and comment on such announcements or communications and shall consider content) to those prior disclosures that the Company’s comments in good faithnon-disclosing Party has approved.
Appears in 1 contract
Public Announcements. (a) The initial parties have agreed upon the content of a press release relating to this Agreement which shall be a joint press release issued by Parent Cidara (or jointly by the parties, if mutually agreed) substantially in the form attached hereto as Exhibit H, the release of which the parties will coordinate in order to accomplish the same promptly upon execution and delivery of this Agreement. Except to the Company. Thereafter, Parent and the Company shall consult with each other before issuing any extent already disclosed in a press release or making any other public announcementscommunication issued in accordance with this Agreement, or scheduling a press conference or conference call with investors or analystsno public announcement concerning this Agreement, with respect to this Agreement its subject matter or the transactions contemplated described herein shall be made, either directly or indirectly, by this Agreement either party or its Affiliates, except as may be required by applicable law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or stock exchange or quotation system rule without first obtaining the approval of the other party and agreement upon the nature, text and timing of such announcement, which approval and agreement shall not issue be unreasonably withheld or delayed. The party desiring to make any such voluntary public announcement shall provide the other party with a written copy (including by email) of the proposed announcement in reasonably sufficient time prior to public release to allow the other party to comment upon such announcement, prior to public release. In the case of press releases or other public communications required to be made by law, judicial order or stock exchange or quotation system rule, the party making such press release or public announcement shall provide to the other party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as is practicable under the circumstances for the purpose of allowing the notified party to review and comment upon such press release or public announcement. Under such circumstances, the releasing party shall not be obligated to delay making any such press release or make any such other public announcement without communication beyond the consent time when the same is required to be made. Neither party shall be required to seek the permission of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law party to repeat any information regarding the terms of this Agreement or any listing agreement with amendment hereto that has already been publicly disclosed by such party or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 or “stop look 7.6(a); provided that such information remains accurate as of such time and listen” communication or similar communication provided the frequency and form of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithdisclosure are reasonable.
Appears in 1 contract
Samples: Collaboration and License Agreement (Cidara Therapeutics, Inc.)
Public Announcements. The initial Any press release relating to announcing the execution of this Agreement shall be a joint press release issued by mutually acceptable to each of Parent and the CompanyBuyer. Thereafter, except as may be required to comply with the requirements of any applicable Law or the rules and regulations of any stock exchange or national market system upon which the securities of Parent and are listed, including the Company shall consult filing of any Current Report on Form 8-K or other appropriate filings with each other before issuing the SEC, no Party will issue any press release or making any other public announcementsannouncement relating to the subject matter of this Agreement or the transactions contemplated hereby without the prior written consent of the Company, in the case of Parent, or scheduling Parent, in the case of Buyer. Notwithstanding the foregoing, without such prior written consent, (a) Parent shall be permitted (i) to issue a press conference release or conference call other public announcement that is consistent with (and does not otherwise include or refer to any terms or conditions that are not otherwise contained in) information included in a press release or other public announcement or disclosure previously approved pursuant to the preceding sentence, and (ii) to answer questions from analysts and investors or analysts, with respect of Parent related to this Agreement or the transactions contemplated hereby, and (b) Buyer and its Affiliates may disclose the transactions contemplated by this Agreement and shall any term hereof to its (or its or their respective sponsors’) direct or indirect, current and prospective, limited partners or other investors to the extent required by the governing documents with those limited partners or in connection with their ordinary course business operations, including private equity/fund formation, fundraising, marketing, syndication, informational or reporting activities, in each case, so long as (i) such limited partners or other investors are subject to confidentiality obligations with respect to such information, and (ii) such disclosure is consistent with (and does not issue otherwise include or refer to any such terms or conditions that are not otherwise contained in) information included in a press release or make any such other public announcement without or disclosure previously approved pursuant to the consent of the other party, which shall preceding sentence and does not be unreasonably withheld, conditioned contain any exhibits or delayed, except as such release or announcement schedules hereto (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithportion thereof).
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement shall will be a joint press release issued in substantially the form previously agreed by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issuing, and give each other the opportunity to review and comment upon, any other press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement statement without the consent of the other partyParty, which shall not be unreasonably withheld, conditioned or delayed, except (i) as such release or announcement (a) may be that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company or Parent, as applicable, are listed, in which case the party Party required to make 66 the release or announcement shall use reasonable best efforts to consult with the other party Party about, and allow the other party Party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures and the Party required to make the release or public statements made jointly by the parties or individually, if approved by the other party announcement will consider such comments in good faith or (cii) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, in connection with a Company Adverse Recommendation Change (provided the Company shall not be required to consult have complied with Section 6.2). Notwithstanding the foregoing, Parent before issuing any press release or making any other and the Company may make public statement statements with respect to an Adverse Recommendation Change effected this Agreement and the transactions contemplated hereby, including (in accordance the case of Parent only) their effect on Parent’s business and its financial projections, with Section 6.03 or “stop look investors, analysts and listen” communication or similar communication (in the case of the type contemplated by Rule 14d-9(fParent only) under the Exchange Act. For the avoidance of doubtFinancing Sources, nothing herein shall restrict Parent or the Debt Financing Sources or including on their respective Affiliates from making customary announcements periodic earnings calls and communications in connection any “road show”, so long as Parent’s and the Company’s, as applicable, comments are not inconsistent with the arrangement of press releases previously issued and agreed upon by the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithParties.
Appears in 1 contract
Public Announcements. The initial press release relating (a) Subject to this Agreement Section 4.4(b), Section 4.7 and Section 4.8, none of the Parties or any of their respective Representatives shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release releases or making make any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement or the transactions contemplated by this Agreement hereby without the prior written consent of, prior to the Closing, the Company and shall not Pathfinder or, following the Closing, the Company and the Sponsor; provided, however, that each Party, the Sponsor or any of their respective Representatives may issue or make, as applicable any such press release or make any such other release, public announcement without the consent of the or other partycommunication (i) if such press release, which shall not be unreasonably withheld, conditioned public announcement or delayed, except as such release or announcement (a) may be other communication is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedapplicable Law, in which case (A) prior to the party required to make Closing, the release or announcement disclosing Person shall use reasonable best efforts to consult with the other party aboutCompany, if the disclosing Person is a Pathfinder Party, the Sponsor or any of their respective Representatives, or Pathfinder, if the disclosing Person is the Company or any of their respective Representatives to review such announcement or communication and allow provide such person with the other party reasonable time (taking into account the circumstances) opportunity to comment onthereon and the disclosing Party shall consider such comments in good faith, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (cB) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding following the foregoing and for the avoidance of doubtClosing, the Company disclosing Person shall not be required use reasonable best efforts to consult with Parent before issuing the Company, if the disclosing Person is the Sponsor or any of its Representatives, or the Sponsor, if the disclosing party is the Company or any of its Representatives, and provide such Person with the opportunity to comment thereon and the disclosing Person shall consider such comments in good faith, (ii) to the extent any such press release, public announcement or other communication contain only information previously disclosed in a public statement, press release or making any other public statement with respect to an Adverse Recommendation Change effected communication previously approved in accordance with this Section 6.03 4.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of transactions contemplated hereby or thereby. Notwithstanding anything to the Debt Financing; providedcontrary in this Section 4.4 or otherwise in this Agreement, the Parties agree that Parent shall provide the Company (A) Silver Lake and its counsel Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with a reasonable opportunity normal fund raising or related marketing or informational or reporting activities, and (B) the Sponsor and its Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to review any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, provided that in each of clauses (ii)(A) and comment on (ii)(B) above the recipients of such announcements or communications and shall consider information are subject to confidentiality obligations with respect to such information prior to the Company’s comments in good faithreceipt thereof.
Appears in 1 contract
Samples: Business Combination Agreement (Pathfinder Acquisition Corp)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and None of the Company. Thereafter, Parent and the Company Stockholders’ Representative, or any of their respective Affiliates, or any of their or their Affiliates’ Representatives shall consult with each other before issuing issue or cause the publication of any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect announcement relating to this Agreement Agreement, any Ancillary Agreement, or the transactions contemplated by this Agreement and shall not issue any such press release hereby or make any such other public announcement thereby (whether before or after the Closing) without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayedParent, except (i) as such release or announcement (a) may be Person believes in good faith and based on reasonable advice of counsel is required by Applicable applicable Law or any listing agreement with or rule by applicable rules of any national securities stock exchange or association upon quotation system on which the such Person or its Affiliates lists or trades securities of the Company are listed, (in which case the party required to disclosing Person will advise Parent in writing before making such disclosure), (ii) any Stockholder that is an academic institution may make such announcement after the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, Closing so long as such release or announcement in advance Stockholder first provides a draft of such issuanceannouncement to Parent, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with provides Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements announcement, and such announcement is in substance and form reasonably acceptable to Parent, and (iii) after the Closing, nothing shall prohibit such Person from providing a hyperlink on such Person’s relevant professional profile sites (for example, LinkedIn) to publicly available information relating to this Agreement and the transactions contemplated hereby, provided that such Person shall not disclose any other information or communications provide any commentary with respect to such publicly available information. Prior to the Closing, Parent shall allow the Company reasonable time to review and comment on (which comments shall consider the Company’s comments be considered in good faith) any press release or other public announcement Parent makes in respect of this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
Public Announcements. The initial press Parties or their Affiliates shall, in connection with the execution and delivery of this Agreement, release relating to this Agreement shall be a the joint press release issued by Parent and in the Company. form attached hereto as Exhibit B. Thereafter, Parent the Parties and the Company shall consult with each other before issuing any press release or making any other their Affiliates may not make public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to disclosures regarding this Agreement or any of the transactions contemplated other Transaction Agreements except to the extent consistent with (a) Exhibit B, as such exhibit may be amended from time to time by the mutual written consent of Schering-Plough and Centocor, or (b) other information previously publicly disclosed in compliance herewith. Notwithstanding the foregoing, (i) each of the Parties and their Affiliates shall be entitled to make any additional disclosure required by Law, including filing this Agreement with the U.S. Securities and Exchange Commission or any other Governmental Authority, or describing this Agreement in any press release, public filing or similar public announcement or communication, in each case, if and to the extent required by applicable Law, (ii) the Centocor Parties acknowledge and agree that Schering-Plough and its Affiliates shall be entitled, without the prior consent or approval of any of the Centocor Parties, to make filings with the U.S. Securities and Exchange Commission or submissions to applicable U.S. or foreign taxing authorities after the date hereof which may include a copy of this Agreement and shall not issue any such press release some or make any such other public announcement without the consent all of the other party, which Transaction Agreements or a summary description thereof and (iii) any of the Parties or their Affiliates shall not be unreasonably withheld, conditioned entitled to issue press releases or delayed, except as such release other public announcements or announcement (a) may be required by Applicable Law public disclosures regarding the financial impact on the disclosing Party or any listing agreement with of its Affiliates of the Transactions, without the prior consent or rule approval of any national securities exchange or association upon which the securities of the Company are listedother Parties, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance any Party or Affiliate of doubt, the Company shall not be required a Party proposing to consult with Parent before issuing issue any press release or making any similar public announcement or communication pursuant to clause (i) above shall, to the extent reasonably practicable, consult in good faith with the other public statement with respect to an Adverse Recommendation Change effected Party sufficiently in accordance with Section 6.03 or “stop look and listen” communication advance of the issuance of such press release or similar public announcement or communication of to allow such Party to review the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements same; and communications in connection with the arrangement of the Debt Financing; provided, further, that Parent communications intended to communicate directly with such Party’s (or its Affiliate’s) employees, agents or customers shall provide be deemed not to be disclosures that are subject to the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments restrictions set forth in good faiththis Section 4.12.
Appears in 1 contract
Public Announcements. The Any initial press release relating with respect to this Agreement and the transactions contemplated hereby shall be a joint press release issued mutually agreed upon by Parent the Company and the CompanyPurchasers. Thereafter, Parent the Company and the Company Purchasers shall consult with each other before issuing and provide each other with the opportunity to review and comment upon any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by hereby or this Agreement and the Company and the Purchasers shall not, and shall cause their respective Affiliates not to, issue any such other press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatements prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which related to the securities trading of the Company are listedClass A Common Stock on the NYSE, in which case the party required proposing to make the issue such press release or make such public announcement shall use commercially reasonable best efforts to consult in good faith with the other party about, and allow provide the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on the content of the proposed disclosure, which comments such announcements or communications and party shall consider the Company’s comments in good faith, acting reasonably, before issuing any such press release or making any such public announcement; provided that no Person party hereto will issue any press release or other public statement that attributes comments to any other Person or that indicates the approval of any other Person of the contents of any such press release or statement (or portion thereof) without the prior written approval of such Person. Notwithstanding anything herein to the contrary and for greater clarity, (a) no party shall be required to obtain consent pursuant to this Section 6.14 to the extent any proposed press release or other public statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 6.14 and (b) nothing in this Section 6.14 shall prevent or restrict any Purchaser or its respective Affiliates from furnishing customary information concerning the transactions contemplated hereby and publicly available information to their current or prospective limited partners or investors.
Appears in 1 contract
Samples: Securities Purchase Agreement (Earthstone Energy Inc)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and Buyer, on the one hand, and the Company. Thereafter, Parent and on the Company other hand, shall consult with one another prior to issuing, and provide each other before issuing with the opportunity to review and comment upon, any press release release, public announcement, public statement or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, disclosure with respect to this Agreement or the transactions contemplated by this Agreement Transactions and shall not issue any such press release release, public announcement, public statement or make any such other public announcement disclosure prior to such consultation without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which by the securities rules and regulations of the Company are listedNYSE, in which case event Parent and Buyer, on the party required to make one hand, and the release or announcement shall use reasonable best efforts to consult with Company, on the other party abouthand, and allow the other party shall endeavor, on a basis reasonable time (taking into account under the circumstances) , to provide a meaningful opportunity to Parent and Buyer or the Company, as applicable, to review and comment onupon such press release, such release public announcement, public statement or announcement other public disclosure in advance of such issuanceand shall give due consideration to all reasonable additions, (b) that is consistent with previous releases, public disclosures deletions or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financingchanges suggested thereto; provided, that (a) each of the Company, on the one hand, and Parent shall provide and Buyer, on the other hand, may make press releases or public announcements concerning this Agreement or the Transactions that consist solely of information previously disclosed in previous press releases or public announcements made by Parent, Buyer and/or the Company in compliance with this Section 7.04 and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider (b) each of the Company’s comments , on the one hand, and Parent and Buyer, on the other hand, may make any public statements in good faithresponse to questions by the press, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in previous press releases, public disclosures, public statements or other public disclosures made by Parent, Buyer and/or the Company in compliance with this Section 7.04. The Company, Parent and Buyer agree to issue (or cause to be issued) the previously agreed upon form of joint press release announcing the execution of this Agreement promptly following the execution of this Agreement.
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement Operator shall be a joint press responsible for the preparation and release issued by Parent of all public announcements and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to statements regarding this Agreement or the transactions contemplated Joint Petroleum Operations; provided that no public announcement or statement shall be issued or made unless, prior to its release, all the Concessionaires have been furnished with a copy of such statement or announcement and the approval of at least two (2) Concessionaires which are not Affiliated Companies of Operator holding fifty percent (50%) or more of the Participating Interests not held by Operator or its Affiliated Companies has been obtained. Where a public announcement or statement becomes necessary or desirable because of danger to or loss of life, damage to property or pollution as a result of Petroleum Operations pursuant to the EPCC and this Agreement Agreement, Operator is authorized to issue and make such announcement or statement without prior approval of the Concessionaires, but shall not promptly furnish all the Concessionaires with a copy of such announcement or statement. If a Concessionaire wishes to issue any such press release or make any such other public announcement without or statement regarding this Agreement or the consent Joint Petroleum Operations, it shall not do so unless, prior to the release of the other partypublic announcement or statement, such Concessionaire furnishes all the Concessionaires with a copy of such announcement or statement, and obtains the approval of at least two (2) Concessionaires which shall are not be unreasonably withheld, conditioned Affiliated Companies holding fifty percent (50%) or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities more of the Company are listedParticipating Interests not held by such announcing Concessionaire or its Affiliated Companies; provided that, in which case the party required notwithstanding any failure to make the release or announcement obtain such approval, no Concessionaire shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before prohibited from issuing any press release or making any other such public announcement or statement with respect if it is necessary to an Adverse Recommendation Change effected do so in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection order to comply with the arrangement applicable laws, rules or regulations of the Debt Financing; providedany government, that Parent shall provide the Company and legal proceedings or stock exchange having jurisdiction over such Concessionaire or its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments Affiliated Companies as set forth in good faithArticle 16.2.
Appears in 1 contract
Samples: Joint Operating Agreement
Public Announcements. The initial press release relating Except in connection with actions taken pursuant to this Agreement shall be a joint press release issued by Parent and the Company. Thereafterin accordance with Section 6.04(c) or at any time following an Adverse Recommendation Change, Parent and the Company shall consult with each other before issuing any press release release, having any communication with the press (whether or not for attribution), making any other public announcements, statement or scheduling a any press conference or conference call with investors or analysts, analysts with respect to this Agreement or the transactions contemplated by hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and shall not issue the transactions contemplated hereby are mentioned only incidentally) and, except in respect of any such public statement or press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon association, shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call without the prior written consent of the other (which consent shall not be unreasonable withheld, conditioned or delayed). Notwithstanding the foregoing, after the issuance of any press release or the making of any public statement with respect to which the securities foregoing procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any non-public information regarding the transactions contemplated by this Agreement beyond the scope of the Company are listed, disclosure included in which case the party required to make the press release or announcement shall use reasonable best efforts public statement with respect to consult with which the other party abouthad been consulted and consented. Notwithstanding the foregoing, and allow Holdco may issue an ad-hoc notice pursuant to Article 17 Para. 1 of the other party reasonable time German MAR (taking into account Market Abuse Regulation), as amended, without consulting with, or obtaining the circumstances) to comment onprior consent of, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior ProposalCompany; provided, however, that notwithstanding Parent shall not, and shall cause Holdco and its other Affiliates not to, issue an ad-hoc notice if and as long as, in the foregoing and for the avoidance judgment of doubtHoldco, the Company shall not be required a self-exception pursuant to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication Art. 17 Para. 4 of the type contemplated German MAR remains legally available. To the extent permitted by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtApplicable Law, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity written notice prior to review and comment on any such announcements or communications and issuance, which notice shall consider include the Company’s comments in good faithtext of the ad-hoc notice.
Appears in 1 contract
Public Announcements. The initial press Neither Party shall originate any publicity, news release or public announcements, written or oral, whether to the public or press, stockholders or otherwise, relating to this Agreement shall be a joint press release issued by Parent and Agreement, including its existence, the Company. Thereaftersubject matter to which it relates, Parent and the Company shall consult with each other before issuing performance under it or any press release of its terms, to any amendment hereto or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement performances hereunder without the prior written consent of the other partyParty, which shall not be unreasonably withheld, conditioned or delayed, except as save only such release or announcement (a) may be announcements that are required by Applicable Law law to be made or that are otherwise agreed by the Parties. All such announcements shall be brief and factual. If a Party decides to make an announcement required by law, it will give the other Party at least ten (10) business days advance notice, where possible, of the text of the announcement so that the other Party will have an opportunity to comment upon the announcement. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed or deleted, the disclosing Party shall request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 24b-2 of the Securities Exchange Act of 1934 as amended, as applicable (or any listing agreement other applicable regulation relating to the confidential treatment of information) so that there be omitted from the materials that are publicly filed any information that the receiving Party reasonably requests to be deleted, unless in the opinion of the disclosing Party's legal counsel such Confidential Information is legally required to be fully disclosed. Except for customary discussions with current or rule prospective investors and analysts, or at securities, industry or similar conferences or as required under applicable laws or regulations or as advised by CURIS' counsel, each Party shall give the other Party a reasonable opportunity (not to exceed 10 days) to review the content of any national securities exchange or association upon which oral announcement before it is made. Notwithstanding the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; providedforegoing, however, that notwithstanding where urgent, unusual and rare circumstances require immediate disclosure in the foregoing and for opinion of the avoidance of doubtParty's counsel, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected Party will, unless impossible because of legal reasons, provide at least three (3) days advance notice. Notwithstanding the above, the Parties agree that CURIS may announce the signing of this Agreement, the achievement of each milestone in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.
Appears in 1 contract
Samples: Original Agreement (Curis Inc)
Public Announcements. The initial press release relating to regarding this Agreement shall be a joint made at such time and in such form as Buyer and Seller agree. If Buyer and Seller cannot agree on the initial press release issued release, then, from the date hereof until the Closing, either such party shall be permitted to make any disclosure that may be required by Parent and Law or the Company. Thereafter, Parent and rules or regulations of any exchange to which it is subject; provided that the Company shall consult with each other before issuing party proposing to issue any press release or making similar public announcement or communication in compliance with any such disclosure obligations shall use commercially reasonable efforts to consult in good faith with the other party before doing so. Following the Closing and the initial press release, none of Buyer, the Company, Seller or either Shareholder or any of their respective Affiliates shall issue or make any subsequent press release or public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by hereby containing any substantive information in addition to that previously permitted to be disclosed pursuant to this Agreement and shall not issue any such press release or make any such other public announcement Section 7.5 without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayedBuyer and Seller, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange to which it is subject or association upon which (b) consistent with any previous internal or external public disclosures regarding this Agreement and the securities of the Company are listed, in which case transactions contemplated hereby; provided that the party required proposing to make the issue any press release or similar public announcement or communication in compliance with any such disclosure obligations shall use commercially reasonable best efforts to consult in good faith with the other party aboutbefore doing so. Notwithstanding anything herein to the contrary, Buyer may, without consultation with or consent of Seller, disclose any information concerning the transactions contemplated hereby that it deems appropriate in its reasonable judgment, in light of its status as a publicly owned company, including to securities analysts and allow institutional investors and in press interviews (x) prior to the other party reasonable time (taking into account Closing, to the circumstances) to comment on, extent such release information is contained in or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if a communications plan approved by the other party or Seller (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company which approval shall not be required to consult with Parent before issuing any press release unreasonably withheld or making any other public statement with respect to an Adverse Recommendation Change effected delayed) or (y) following the Closing, as determined by Buyer in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithbusiness judgment.
Appears in 1 contract
Public Announcements. The initial Parent and the Company agree to issue a joint press release as the first public disclosure of this Agreement. Subject to Section 6.1, prior to the issuance of a press release or other public statement or comment relating to this Agreement shall be a joint press release issued by Parent and (including any proposed termination hereof) or the transactions contemplated hereby, the Company. Thereafter, Parent and the Company Merger Sub shall consult with each other before issuing and provide each other with the opportunity to review and comment on any press release or making any other public announcements, statement or scheduling a press conference or conference call with investors or analysts, with respect comment relating to this Agreement or the transactions contemplated by this Agreement herein, and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned statement or delayedcomment prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law or by obligations pursuant to any listing agreement with or rule the listing rules of any national securities exchange or association upon which as may be requested by a Governmental Entity; provided, however, that the securities of restrictions in this Section 7.10 shall not apply (a) subject to Section 6.1 and Section 7.3, to any Company communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company are listed, in which case from and after a Change of Recommendation by the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuanceCompany Board, (b) to communications that is are disclosures or communications by Xxxxxx, Merger Sub and their Affiliates to existing or prospective general or limited partners, equity holders, members, managers, financing sources and investors of such Person or any Affiliates of such Person, in each case who are subject to customary confidentiality restrictions, and deal descriptions on such Person’s website in the ordinary course of business, (c) in connection with any dispute between the Parties regarding this Agreement, the Merger or the other transactions contemplated hereby or (d) statements made by the Company or Parent, Merger Sub or their respective Affiliates in response to questions by the press, analysts, investors or those participating in investor calls or industry conferences, so long as such statements are consistent with information previously disclosed in previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult and/or Parent in compliance with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with this Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith7.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ZeroFox Holdings, Inc.)
Public Announcements. The initial press release relating to Except as provided for in this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAgreement, each of Parent and the Company shall consult with each other before issuing any press agrees that no public release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or announcement concerning the transactions contemplated hereby shall be issued by this Agreement and shall not issue any such press release or make any such other public announcement party without the prior written consent of the other party, Company and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement (a) may be required by Applicable Law applicable Law, court process or any listing agreement with or rule the rules and regulations of any applicable national securities exchange or association upon which the national securities of the Company are listedquotation system, in which case the party required to make the release or announcement shall use commercially reasonable best efforts to consult with the other party about, and extent practicable to allow the each other party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, (b) it being understood that is consistent with previous releasesthe final form and content of any such release or announcement, public disclosures or public statements made jointly by to the parties or individuallyextent required, if approved by shall be at the other party or (c) relates final discretion of the disclosing party. The Company and Parent agree that the press release announcing the execution and delivery of this Agreement shall be a joint release of, and shall not be issued prior to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance approval of doubteach of, the Company and Parent. Notwithstanding the foregoing, Parent’s consent shall not be required to consult with Parent before issuing respect to, and this Section 6.9 shall not otherwise restrict, any press release or making any other public statement with respect to or in connection with an Adverse Change Recommendation Change effected made in accordance with Section 6.03 or “stop look and listen” communication or similar communication this Agreement. Notwithstanding the foregoing, without the prior consent of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubtother parties, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company (a) may communicate with customers, vendors, suppliers, financial analysts, investors and media representatives in a manner consistent with its counsel past practice regarding matters unrelated to this Agreement and the transactions contemplated hereby in compliance with applicable Law and (b) may disseminate the information included in a reasonable opportunity to review and comment on such announcements press release or communications and shall consider the Company’s comments in good faithother document previously approved for external distribution by Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frozen Food Express Industries Inc)
Public Announcements. (a) The initial press release relating to this Agreement shall be a joint press release issued by Parent and parties acknowledge that the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or ’s initial announcement of the transactions contemplated by this Agreement and the other Transaction Documents to customers, suppliers, investors, employees, and otherwise (the “Initial Announcement”) and the timing thereof has been agreed by the parties. Other than the transmission of the Initial Announcement at the time mutually agreed upon by the parties, except as required by Applicable Law or by the rules or requirements of any stock exchange on which the securities of a party are listed, no party shall not issue make, or cause to be made, or permit any such of its Affiliates to make, any press release or make any such other public announcement or other similar communications in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned, or delayed) of the other party, to the extent such release, announcement, or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no party shall be required to receive the consent of the other partyparty to any release, announcement, or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement, or communication solely includes information (i) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is consistent with the Initial Announcement, provided that such release, announcement, or communication follows the Initial Announcement; (ii) that is consistent with releases, announcements, or other communications previously consented to by the other party in accordance with this Section 3.2; (iii) that is required to be disclosed under GAAP; (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 8-K, Form 10-Q, Form 10-K, Schedule 14A, or other disclosure required by the Commission, the Principal Trading Market, or other Governmental Entity to be made by Amazon or the Company in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information inconsistent with the Initial Announcement or releases, announcements, or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure shall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned conditioned, or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.
Appears in 1 contract
Public Announcements. The initial press release relating with respect to the execution of this Agreement shall be a joint press release issued to be reasonably agreed upon by Parent and the CompanyParties. Thereafter, Parent and the Company shall will consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by this Agreement Transactions and shall not issue any such press release or make any such other public announcement statement without the prior written consent of the other partyParty. Notwithstanding the foregoing, which shall not be unreasonably withhelda Party, conditioned its Affiliates or delayedtheir Representatives or, except as in the case of Parent, any Parent Related Persons or Parent Control Persons may issue a public announcement or other public disclosures or make a public statement without such release or announcement consultation to the extent (a) may be required by Applicable applicable Law or any listing agreement with or rule the rules of any national securities stock exchange or association upon which the securities of the Company are listedsuch Party’s or its Affiliates’ or, in which the case the party required to make the release of Parent, any Parent Related Persons’ or announcement shall use Parent Control Persons’ capital stock is traded but only if, in each case, such Party uses reasonable best efforts to consult with afford the other party about, Party an opportunity to first review the content of the proposed disclosure and allow the other party provide reasonable time (taking into account the circumstances) to comment on, such release comments thereon or announcement in advance of such issuance, (b) that such announcement, disclosure or statement is consistent with previous releases, public disclosures prior press releases issued or public statements made jointly in compliance with this Section 8.3 or any communication plan or strategy previously agreed to in writing by Parent and the parties or individuallyCompany. Furthermore, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 8.3 requires the Company shall not be required to consult with or obtain any approval from Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation a public announcement or press release issued in connection with the receipt and existence of a Competing Proposal and matters related thereto or a Change effected in accordance with Recommendation, as applicable, other than as set forth in Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act8.7. For the avoidance of doubt, nothing herein in this Section 8.3 shall restrict (x) prevent Parent, its Affiliates, any Parent Related Persons or Parent Control Persons or the Debt Financing Sources Company from issuing any press release or making any public statement in the ordinary course that does not relate specifically to this Agreement or the Transactions or (y) restrict disclosures of information by or on behalf of any Party or its respective Affiliates, or, in the case of Parent, any Parent Related Persons or Parent Control Persons, on the one hand, to their respective Affiliates from making direct and indirect current or potential investors, Affiliates, financing sources and Representatives, on the other hand (so long as such disclosure has a valid business purpose and is effected in a manner consistent with customary announcements and communications in connection with the arrangement of the Debt Financing; providedpractices (including, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements if applicable, private equity or communications and shall consider the Company’s comments in good faithhedge fund practices)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Western Life Group, Inc.)
Public Announcements. The Company and Parent agree that the initial press release relating to be issued with respect to the execution and delivery of this Agreement shall be in a joint press release issued form agreed to by Parent the Parties and that the Company. Thereafter, Parent and the Company Parties shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or and the transactions contemplated by this Agreement hereby and shall not issue any such press release or make any such other public announcement without the prior consent of the other party, Party (which shall not be unreasonably withheld, conditioned delayed or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalconditioned); provided, however, that notwithstanding (i) a Party may, without the foregoing and for prior consent of the avoidance of doubtother Party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement to the extent such Party may reasonably conclude that such press release or public statement may be required by applicable Law, the applicable rules of any stock exchange or court process, (ii) in the case of press releases or public announcements by a Party with respect to a public announcement of a Takeover Proposal by any Person or a Company Adverse Recommendation Change made in accordance with this Agreement or Parent’s response thereto, the Party shall not be required to consult with Parent before issuing the other Party but shall give the other Party a true and complete copy of any such press release or public announcement prior to the issuance thereof, and (iii) in the case of press releases or other public announcements that are consistent with other communications made after the date of this Agreement in compliance with this Section 5.9, neither Party shall be required to consult with or obtain the consent of the other Party prior to the issuance thereof. Without limiting the generality of the foregoing, prior to making any other public statement with respect written broad-based communications to an Adverse Recommendation Change effected in accordance with Section 6.03 the employees or “stop look and listen” communication or similar communication independent contractors of the type Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by Rule 14d-9(fthis Agreement, the Company or Parent (as applicable) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel other Party with a copy of the intended communication, such other Party shall have a reasonable opportunity period of time to review and comment on the communication, and the Party seeking to distribute any such announcements or communications communication shall give reasonable and shall consider good faith consideration to any comments made by the Company’s comments in good faithother Party that are timely provided.
Appears in 1 contract
Public Announcements. The initial Neither party will make any public announcement regarding this Termination Agreement without the prior approval of the other party, Notwithstanding the above, promptly after the execution and delivery of this Agreement, the parties shall issue a press release relating to this Agreement shall be a joint press release issued by Parent in the form attached hereto and incorporated herein as Exhibit J. In addition, in no event will either party use the Company. Thereafter, Parent and name of the Company shall consult with each other before issuing party in any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent prior approval of the other named party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding no such approval of the foregoing and for other party shall be necessary if the avoidance of doubtpress release or other public announcement is substantially similar to releases or announcements previously approved by such party (provided, however, that the Company term "substantially similar" shall not be required deemed to consult with Parent before issuing permit additional information to be included in any press such release or making any announcement if such information has not been previously approved by the other party) provided that this Section 23 shall not impair a party's right to provide truthful testimony or other information, or to otherwise make public statement statements or disclosures, to the extent a party, after consultation with respect outside legal counsel, determines in good faith that it is required by law to an Adverse Recommendation Change effected in accordance do so. The parties acknowledge that Amgen and/or Immunomedics may be obligated to file a copy of this Agreement with Section 6.03 or “stop look the U.S. Securities and listen” communication or similar communication Exchange Commission, and each such party shall be entitled to make such filing, provided however, that it requests confidential treatment of the type contemplated by Rule 14d-9(f) more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing party under the Exchange Actcircumstances then prevailing. For In the avoidance event of doubtany such filing, nothing herein the filing party will provide the non-filing party with an advance copy of this Agreement marked to show provisions for which the filing party intends to seek confidential treatment, and the filing party shall restrict Parent or include the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement non-filing party's comments thereon, which comments shall be provided within [*] of receipt of the Debt Financing; providedadvance copy by the non-filing party. Each party agrees not to publicly disparage or defame, that Parent shall provide or make any material misrepresentation regarding the Company and its counsel with a reasonable opportunity to review and comment on such announcements other party or communications and shall consider any officer, director or employee of the Company’s comments in good faithother party.
Appears in 1 contract
Public Announcements. The initial press release relating with respect to the Arrangement, this Agreement and the other transactions contemplated hereby shall be a joint press release issued to be reasonably agreed upon by Parent and the Company. Thereafter, Parent and none of the Company shall consult with each other before issuing any press release or making any other public announcementsParties shall, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed), issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Arrangement, this Agreement and the other transactions contemplated hereby unless required to do so by Governmental Authorities or applicable Law. The Company shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Purchaser, and the Purchaser shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Company, provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing, and provided further, however, that, except as such release or announcement (a) may be otherwise required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of pursuant to this Agreement, the Company are listed, in which case shall have no obligation to obtain the party required to make the release consent of or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) Purchaser prior to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releasesany press release, public disclosures statement, disclosure or public statements made jointly filing by the parties or individually, if approved by the other party or (c) relates Company with regard to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance a Change of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.
Appears in 1 contract
Public Announcements. (a) The parties acknowledge that the Company’s initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and Current Report on Form 8-K regarding the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or initial announcement of the transactions contemplated by this Agreement and the other Transaction Documents (the “Initial Disclosure Documents”) has been agreed by the parties. After the transmission or filing of the Initial Disclosure Documents, except as required by Order or as otherwise required by Applicable Law or by the rules or requirements of any stock exchange on which the securities of a party are listed, no party shall not issue make, or cause to be made, or permit any such of its Affiliates to make, any press release or make any such other public announcement or other similar communications in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other party, to the extent such release, announcement or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no party shall be required to receive the consent of the other partyparty to any release, announcement or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement or communication includes information: (i) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is consistent with the Initial Disclosure Documents; (ii) that is consistent with releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2; (iii) that is required to be disclosed under GAAP; (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement; or (v) as may be required in connection with any report, filing or other disclosure required by the Commission or other Governmental Entity to be made by Amazon or the Company. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information inconsistent with the Initial Disclosure Documents or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure shall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned or delayed, except as such release . Notwithstanding anything to the contrary in this Section 3.2 or announcement (a) may be required by Applicable Law anything in the Confidentiality Agreement or any listing other confidentiality agreement with or rule of any national securities exchange obligation between or association upon which among the securities of Company, Amazon or its Affiliates or Representatives, the parties agree and acknowledge that the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult will file with the other party aboutCommission this Agreement and the Warrant (each of this Agreement and the Warrant, and allow a “Filed Agreement”), with the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly redactions agreed by the parties or individuallyhereto prior to the date hereof, if approved by the other party or (csubject to compliance with Sections 3.2(c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f3.2(d) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithbelow.
Appears in 1 contract
Public Announcements. The initial press release relating with respect to the execution and delivery of this Agreement Agreement, the Merger and the other transactions contemplated hereby shall be a joint press release issued release, the text of which is to be reasonably agreed upon by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or making any other public announcementsstatements, disclosures, filings or scheduling a press conference or conference call communications (including any filings with investors or analysts, the SEC related to the Merger) with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement hereby, and shall consider in good faith the reasonable comments of the other Party, and shall not issue any such press release or make any such other public announcement without the consent of the other partystatement, which shall not be unreasonably withhelddisclosure, conditioned filing or delayedcommunication prior to such consultation, except as such release or announcement (a) as may be required by Applicable applicable Law (including, in the case of the Company, by the directors’ fiduciary duties, it being expressly understood that nothing herein shall be construed as a modification or limitation of Section 5.02), court process or by obligations pursuant to any listing agreement with or rule rules of any applicable national securities exchange exchange, interdealer quotation service or association upon which the securities trading market, (b) with respect to any Change in Company Board Recommendation made in compliance with Section 5.02(d) of the Company are listedthis Agreement or (c) as otherwise required by this Agreement, in which case the party Party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party Party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuanceissuance (it being understood that the final determination of the disclosure requirements under applicable Law shall be made by the disclosing Party after consultation with its outside legal counsel). Notwithstanding the foregoing, Parent and the Company may make public statements (a) so long as any such statement is substantially consistent with previous public statements, disclosures or communications permitted by this Section 6.06 and (b) that is consistent with previous releasesin a legal proceeding where the Company or any of its Affiliates, public disclosures on the one hand, and Parent or public statements made jointly by any of its Affiliates, on the other hand, are adverse parties or individually, if approved by the other party or (c) relates reasonably likely to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithbecome adverse parties.
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement be issued with respect to the transactions contemplated hereby shall be in a joint press release issued form and at a time agreed to by Parent Buyer and the CompanySellers’ Representative. Thereafter, Parent Buyer and the Company Sellers’ Representative shall consult with each other before issuing as to the terms of, the timing of and the manner of publication of any press release or making formal public announcement which any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to party may make primarily regarding this Agreement or the transactions contemplated by hereby. None of, the Sellers’ Representative, any Seller or Buyer shall, and they shall cause their respective Affiliates not to, and shall use commercially reasonable efforts to cause their Representatives not to, make, issue, release, file, publish, or disseminate any public release, filing, notification, announcement or other communication concerning or describing this Agreement and shall not issue any or the transactions contemplated hereby or the financial or other effects of such press release or make any such other public announcement transactions without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law applicable Law, the Securities Act, the Exchange Act, the SEC, securities exchange rules or regulation or any listing agreement Governmental Authority, and in the event such disclosure is required, a party may include such information as it customarily discloses with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required respect to make the similar transactions; provided that if a release or announcement may be required by applicable Law, the Securities Act, the Exchange Act, the SEC, securities exchange rules or regulation or any Governmental Authority, each party shall use reasonable best efforts (to consult with the other party about, extent practicable and legally permissible) allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such all public releases, filings, notifications, announcements or other communications concerning this Agreement and the transactions contemplated hereby in advance of their issuance, release, filing, dissemination or publication and shall consider the Companyother party’s comments in good faith. At any time following the issuance of the initial press release, any party hereto, and its Representatives, shall be permitted to make any public announcements regarding this Agreement and the transactions contemplated hereby without the prior written consent of any other parties, to the extent such announcements are consistent with such press release or other prior disclosures approved in accordance with this Section 6.8.
Appears in 1 contract
Samples: Share Purchase Agreement (Emergent BioSolutions Inc.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued the text of which has been agreed to by each of Parent and the Company. Thereafter, between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law or the requirements of NYSE American or the New York Stock Exchange, each of Parent and the Company shall use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement Agreement, the Merger or any of the transactions contemplated by this Agreement other Transactions, and shall not issue any such press release or make any such other public announcement statement without the prior written consent of the other party, which shall party (not to be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal); provided, however, that notwithstanding the foregoing each of Parent and for the avoidance of doubt, the Company may make any such announcement or other communication (a) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing party shall, to the fullest extent permitted by applicable Law, first allow the other party to review such announcement or communication and the opportunity to comment thereon and the disclosing party shall not consider such comments in good faith, (b) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 7.10, and (c) to Governmental Authorities or contractual counterparties in connection with any consents, approvals and authorizations required to be required made under this Agreement or in connection with the Transactions. Furthermore, nothing contained in this Section 7.10 shall (i) require the Company to consult with or obtain the consent of Parent before issuing any press release or making any other public statement with respect solely to an the extent related to a Company Adverse Recommendation Change effected in accordance with Section 6.03 7.05 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f(ii) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict prevent Parent or the Debt Financing Sources Company or their respective Affiliates affiliates from making furnishing customary announcements or other reasonable information concerning the Transactions to their investors and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithprospective investors.
Appears in 1 contract
Samples: Business Combination Agreement (New Beginnings Acquisition Corp.)
Public Announcements. The initial press release relating to regarding the execution of this Agreement shall be a joint press release issued agreed to by the Company and Parent, which each of the Company and Parent and the Companyshall be permitted to file with any Governmental Authority as may be required by Applicable Law. Thereafter, Parent and neither the Company nor Parent, nor any of their respective Affiliates, shall consult with each other before issuing issue or cause the publication of any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release Merger or make any such the other public announcement Transactions without the prior written consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed), except as unless such release or announcement (a) may be party determines, after consultation with such party’s outside legal counsel, that it is required by Applicable Law or by any listing agreement with or rule the listing rules of any a national securities exchange or association upon which trading market to issue or cause the securities publication of any press release or other announcement with respect to this Agreement, the Company are listedMerger or the other Transactions, in which case event such party shall endeavor, on a basis reasonable under the party required circumstances, to make the release or announcement shall use reasonable best efforts provide an opportunity to consult with the other party about, to review and allow the other party reasonable time (taking into account the circumstances) to comment on, upon such press release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalannouncement; provided, however, that notwithstanding the foregoing and for the avoidance of doubtforegoing, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with pursuant to Section 6.03 or “stop look with respect to its receipt and listen” communication consideration of any Acquisition Proposal; provided, further, each party hereto and their respective controlled Affiliates may make statements that are substantially the same as previous press releases, public disclosures or similar communication of the type contemplated public statements made by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources Company, respectively, in compliance with this Section 6.12. Prior to making any written communications to Employees pertaining to compensation or their respective Affiliates from making customary announcements and communications in connection benefit matters that are affected by the Transactions, the Company shall provide Parent with the arrangement a copy of the Debt Financing; providedintended communication, that Parent shall provide and the Company shall consider in good faith any comments made by Parent to such communication (it being understood that any subsequent communication that sets forth substantially the same information shall not require compliance with this sentence), provided that the Company may, without Parent’s or Merger Sub’s consent, communicate to its employees, creditors, customers, suppliers and its counsel consultants in a manner consistent in all material respects with prior communications of the Company that were previously approved by Parent or consistent with a reasonable opportunity communications plan previously agreed to review by Parent and comment on such announcements or communications and shall consider the Company’s comments in good faith.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heritage-Crystal Clean, Inc.)
Public Announcements. The initial press release relating Notwithstanding anything to the contrary contained in this Agreement shall Agreement, except as may be required to comply with the requirements of any applicable Law or the rules and regulations of any stock exchange upon which the securities of one of the Parties (or a joint press release issued by Parent parent entity or other Affiliate thereof) is listed, from and after the Company. ThereafterClosing Date, Parent and the Company shall consult with each other before issuing any no press release or making any other similar public announcements, announcement or scheduling a press conference communication shall be made or conference call with investors or analysts, with respect caused to be made relating to this Agreement or the transactions contemplated Transaction unless specifically approved in advance by this Agreement Parent. Notwithstanding the foregoing, Parent will have the right to (i) announce (publicly or otherwise) the consummation of the Contemplated Transactions and (ii) approve and be present for any communication by which any Employees, customers or suppliers of the Company, and other Persons having dealings with the Company, will be informed of the Contemplated Transactions, and neither Party shall not issue any such press release or make any such communications unless specifically approved in advance by Parent, except (a) to the extent disclosure by Company Senior Noteholders or Company Stockholders to their respective tax or financial advisors is required for purposes of complying with Company Senior Noteholders’ or Company Stockholders’ tax obligations or other reporting obligations under Law arising out of the Contemplated Transactions and (b) to the extent disclosure is made by a Company Senior Noteholder or Company Stockholder that is a venture capital fund to its partners, provided that (1) such partners are bound by a duty of confidentiality and (2) such disclosure is limited to the results of such Company Senior Noteholder’s or Company Stockholder’s investment in the Company and such other information as is required to be disclosed by such Company Senior Noteholder or Company Stockholder pursuant to its partnership agreement, limited liability company agreement or comparable organizational agreement. Notwithstanding anything herein to the contrary, following the Closing and after the public announcement without of the consent Merger, the Noteholders’ Representative shall be permitted to announce that it has been engaged to serve as the Noteholders’ Representative in connection herewith as long as such announcement does not disclose any of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithterms hereof.
Appears in 1 contract
Public Announcements. The initial press release relating (a) Subject to this Agreement Section 4.4(b), Section 4.7 and Section 4.8, none of the Parties or any of their respective Representatives shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release releases or making make any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement or the transactions contemplated by this Agreement hereby without the prior written consent of, prior to the Closing, the Company and shall not Pathfinder or, after the Closing, the Company and Sponsor; provided, however, that each Party, the Sponsor or any of their respective Representatives may issue or make, as applicable any such press release or make any such other release, public announcement without the consent of the or other partycommunication (i) if such press release, which shall not be unreasonably withheld, conditioned public announcement or delayed, except as such release or announcement (a) may be other communication is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedapplicable Law, in which case (A) prior to the party required to make Closing, the release or announcement disclosing Person shall use reasonable best efforts to consult with the other party aboutCompany, if the disclosing Person is Pathfinder, the Sponsor or any of their respective Representatives, or Pathfinder, if the disclosing Person is the Company, Merger Sub or any of their respective Representatives to review such announcement or communication and allow provide such person with the other party reasonable time (taking into account the circumstances) opportunity to comment onthereon and the disclosing Party shall consider such comments in good faith, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (cB) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding after the foregoing and for the avoidance of doubtClosing, the Company disclosing Person shall not be required use reasonable best efforts to consult with Parent before issuing the Company, if the disclosing Person is Sponsor or any of its Representatives, or Sponsor, if the disclosing party is the Company or any of its Representatives, and provide such Person with the opportunity to comment thereon and the disclosing Person shall consider such comments in good faith, (ii) to the extent any such press release, public announcement or other communication contain only information previously disclosed in a public statement, press release or making any other public statement with respect to an Adverse Recommendation Change effected communication previously approved in accordance with this Section 6.03 4.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of transactions contemplated hereby or thereby. Notwithstanding anything to the Debt Financing; providedcontrary in this Section 4.4 or otherwise in this Agreement, the Parties agree that Parent shall provide the Company (A) Silver Lake and its counsel Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect current or prospective investor or in connection with a reasonable opportunity normal fund raising or related marketing or informational or reporting activities, and (B) the Sponsor and its Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to review any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, provided that in each of clause (A) and comment on (B) above the recipients of such announcements or communications and shall consider information are subject to confidentiality obligations with respect to such information prior to the Company’s comments in good faithreceipt thereof.
Appears in 1 contract
Samples: Business Combination Agreement (Pathfinder Acquisition Corp)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issuing, and provide each other the opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement Agreement, the Merger or the transactions contemplated by this Agreement Offer, and shall not issue any such press release or make any such other public announcement statement without the prior consent of the other party, (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement (a) may be required by Applicable Law Law, court process or any listing agreement with or rule rules of Nasdaq, the London Stock Exchange or other stock exchange on which securities of Parent or the Company is listed; provided, that the Company may make any factually accurate public statement in accordance with the applicable provisions of Section 6.4(c); and provided further, that Parent and Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in response to public statements of any national securities exchange person recommending or association upon which the securities encouraging stockholders of the Company are not to tender their shares of Common Stock into the Offer, after consulting with the Company and considering in good faith any comments provided by the Company with respect to such public statements to the extent permitted by Law, court process or any listing agreement with or rules of Nasdaq or other stock exchange on which securities of Parent is listed. With respect to any such public statements to be delivered orally by or on behalf of Parent or the Company, in which case including by conference call or webcast, this Section 6.8 shall be deemed satisfied if, to the extent practicable, the disclosing party required gives advance notice of such disclosure to make the release other party, including copies of any talking points, scripts or announcement shall use reasonable best efforts to consult similar documents, and consults with the other party aboutand considers in good faith any comments provided by such other party with respect thereto; provided, and allow further that the prior agreement of the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected such disclosures to the extent that the non-disclosing party reasonably determines that any disclosure would be materially adverse to the non-disclosing party and it is reasonably practicable for the disclosing party to seek such prior consent. Notwithstanding the foregoing, the restrictions set forth in accordance with this Section 6.03 6.8 shall not apply to any public statement made or “stop look and listen” communication proposed to be made by the Company or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement or following a Company Change of the Debt Financing; provided, that Recommendation or Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithChange of Recommendation.
Appears in 1 contract
Public Announcements. The initial press release relating with respect to the execution of this Agreement shall be a joint press release issued to be reasonably agreed upon by Parent and the Company. ThereafterFollowing such initial press release, Parent and the Company shall consult and cooperate with each other before issuing as to the timing and contents, and give each other the opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Transactions and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatement prior to such consultation, except as such release or announcement (a) party may reasonably conclude may be required by Applicable Law applicable Laws (including regulatory announcements and filings), court process or any listing agreement with or rule of any applicable national securities exchange or association upon which the national securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, quotation system (and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in then only after as much advance of such issuance, (b) that notice and consultation as is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalfeasible); provided, however, that notwithstanding the foregoing and Company will no longer be required to consult with Parent in connection with any such press release or public announcement or statement if the Company Board has effected a Company Adverse Recommendation Change or in connection with any press release or public announcement or statement contemplated by Section 5.2(g); provided, further, that, for the avoidance of doubt, the Company foregoing shall not be required limit the ability of any party hereto to consult make internal announcements to their respective employees and other stockholders that are consistent in all material respects with Parent before issuing any press release the prior public disclosures regarding the Transactions. Nothing in this Agreement shall restrict or prohibit (x) Parent, Holdings, Merger Sub, Merger Sub LLC and their respective Subsidiaries, Affiliates and Representatives from communicating with each other relating to this Agreement, the agreements contemplated hereby and the Transactions and (y) the Company, Parent, Holdings, Merger Sub LLC, Merger Sub and their respective Subsidiaries, Affiliates and Representatives from making any other public statement with respect disclosure to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications a Governmental Authority in connection with the arrangement enforcement of any right or remedy relating to this Agreement, the Debt Financing; provided, that Parent shall provide other agreements contemplated hereby and the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithTransactions.
Appears in 1 contract
Public Announcements. The initial press release relating Parties agree to announce the sale and purchase of the Shares pursuant to this Agreement shall be a joint press release issued by Parent and making the Company. Thereafterpublic announcement(s) attached hereto, Parent and the Company shall consult with each other before issuing any press release or making any other public announcementsAppendix 3, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement Purchaser’s announcement of the Debt Financing; providedOffer, that Parent shall provide Appendix 2. Such announcements will be made by the Company opening of trading on NASDAQ Stockholm on the first day after the date hereof. Save for the foregoing announcement, the Seller agrees to keep this Agreement, including the terms and its counsel conditions hereof and matters dealt with herein, in strict confidence and agrees not to make or issue any statement or commentary in respect of any matter dealt with herein or related hereto. Notwithstanding the foregoing, if the Seller is required, as advised by legal counsel, to disclose this Agreement, or any terms and conditions hereof, or make any statement or commentary on any matter dealt with herein or related hereto, in response to a reasonable opportunity court order or subpoena or pursuant to review applicable laws, rules and comment on regulations (including stock exchange rules in Sweden and the United States), it shall, to the extent permitted by such announcements requirement, advise the Purchaser in writing of such requirement as soon as practicable after it is informed of it, and, if possible, before any third party or communications public disclosure, statement or commentary, and shall consider consult with the Company’s comments Purchaser as to the content and timing of any such disclosure, statement or commentary and shall take into account any reasonable requests of the Purchaser regarding the content and/or timing of such disclosure, statement or commentary. If the Seller is required, as advised by legal counsel, to make the disclosure, statement or commentary, it shall only make the disclosure, statement or commentary to the extent to which it is so required, but shall not disclose any other term or condition hereof or make or issue any statement or commentary in good faith.respect of any other matter dealt with herein or related hereto. Conditional Purchase Agreement Midroc Invest AB 5
Appears in 1 contract
Samples: Conditional Share Purchase Agreement (CareDx, Inc.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued release, the text of which has been agreed to by each of Parent and the Company prior to the execution of this Agreement, and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the applicable securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Parent shall consider such comments in good faith. The Company, on the one hand, and Parent, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any Party) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. ThereafterPromptly after the Closing (but in any event within four (4) Business Days after the Closing), Parent shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by the applicable securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing. Between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article X) unless otherwise prohibited by applicable Law or the requirements of the New York Stock Exchange, each of Parent and the Company shall each use its reasonable best efforts to consult with each other before issuing issuing, and provide each other reasonable opportunity to review and comment upon, any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements (including through social media platforms) with respect to this Agreement or any of the transactions contemplated by this Agreement Transactions, and shall not issue any such press release or make any such other public announcement statement (including through social media platforms) without the prior written consent of the other party, which shall Party (not to be unreasonably withheld, conditioned or delayed, ) except as such release or announcement (a) may be to the extent required by Applicable applicable Law or any listing agreement with or rule of any national securities stock exchange or association upon which the securities of the Company are listedrules, in which case the disclosing party required shall, to make the release or announcement shall use reasonable best efforts to consult with the other party aboutfullest extent permitted by applicable Law, and first allow the other party reasonable time (taking into account Party to review such announcement or communication and the circumstances) opportunity to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by thereon and the parties or individually, if approved by the other disclosing party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s such comments in good faith; provided that the foregoing shall not restrict or prohibit the Company from making any announcement to its employees, customers, suppliers and other business relations to the extent the Company reasonably determines in good faith that such announcement is necessary or advisable. Furthermore, nothing contained in this Section 8.10 shall prevent Parent or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their direct or indirect current or prospective investors that is substantively consistent with public statements previously consented to by the other Party in accordance with this Section 8.10.
Appears in 1 contract
Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAny public announcement, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, similar publicity with respect to this Agreement or the transactions contemplated by this Agreement Transactions will be issued, if at all, at such time and in such manner as Buyer determines; provided, that the content of such announcements shall not issue any such press release or make any such other public announcement without be subject to the consent prior approval of the other partyat least one Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed, except as withheld or postponed; provided, further, that if any Shareholder fails to timely respond to Buyer’s request for such approval, then Buyer may proceed with issuing any such announcement, press release or announcement similar publicity to the extent Buyer in good faith believes that such issuance is required by applicable Law. Except with the prior Consent of Buyer or as permitted by this Agreement, none of Seller, Shareholders, any of their respective Affiliates or any of their respective Representatives shall disclose to any Person (a) may be required by Applicable Law the fact that any Confidential Information has been disclosed to Buyer or its Representatives, that any listing agreement with Confidential Information of Buyer has been disclosed to Seller or rule of any national securities exchange its Representatives or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releasesany information about the Transactions, public disclosures including the status of such discussions or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubtnegotiations, the Company shall not execution of any documents (including this Agreement) or any of the terms of the Transactions or the related documents (including this Agreement). Seller and Buyer will consult with each other concerning the means by which Seller’s employees, customers, suppliers and others having dealings with Seller will be informed of the Transactions, and Buyer will have the right to be present for any such communication. Notwithstanding the foregoing, either Seller or Buyer may disclose this Agreement and the Transactions in the event such party is required to consult with Parent before issuing any press release do so by law or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithregulation.
Appears in 1 contract
Public Announcements. The initial press release relating (a) Subject to this Agreement Section 5.5(b), Section 5.8 and Section 5.9, none of the Parties or any of their respective Representatives shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issue any press release releases or making make any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcements with respect to this Agreement or the transactions contemplated by this Agreement hereby without the prior written Consent of, prior to the Closing, the Company and shall not SPAC or, after the Closing, the Surviving Entity; provided, however, that each Party and their respective Representatives may issue or make, as applicable, any such press release or make any such other release, public announcement without the consent of the or other partycommunication (i) if such press release, which shall not be unreasonably withheld, conditioned public announcement or delayed, except as such release or announcement (a) may be other communication is required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedapplicable Law, in which case (A) prior to the party required Closing, the disclosing Party or its applicable Representatives shall, unless and to make the release extent prohibited by such applicable Law, (x) if the disclosing Person is SPAC or a Representative of SPAC, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (y) if the disclosing Party is the Company or a Representative of the Company, reasonably consult with the SPAC in connection therewith and provide the SPAC with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the other party aboutSurviving Entity and the disclosing Party shall consider such comments in good faith, and allow the other party reasonable time (taking into account the circumstancesii) to comment onthe extent such announcements or other communications contain only information previously disclosed in a public statement, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected communication previously approved in accordance with this Section 6.03 5.5 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements transactions contemplated hereby or communications and shall consider the Company’s comments in good faiththereby.
Appears in 1 contract
Samples: Business Combination Agreement (Genesis Growth Tech Acquisition Corp.)
Public Announcements. The initial press release relating to regarding the execution of this Agreement shall be a joint press release issued by Parent and the Company. Thereafterthereafter, Parent and the Company and Parent shall consult with each other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or any of the transactions contemplated by this Agreement the Transaction Documents and shall not issue any such press release or make any such other public announcement statement without the prior written consent of the other party; provided, however, that a party may, without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as issue such press release or announcement (a) make such public statement as may be required by Applicable Law or any listing agreement with Order or rule the applicable rules of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use Nasdaq if it has used its commercially reasonable best efforts to consult with the other party aboutand to obtain such party’s consent but has been unable to do so prior to the time such press release or public statement is so required to be issued or made. In addition, the Company and allow Parent shall develop a joint communications strategy and each party shall ensure that, during the period between the date of this Agreement and the earlier of the Acceptance Time and the termination of this Agreement in accordance with Section 8.1, all press releases and other public statements and communications (including any communications that would require a filing under Rules 14d-2 or 14d-9 of the Exchange Act), with analysts, members of the financial community or otherwise, with respect to the Offer, the Merger, the other party reasonable time (taking into account transactions contemplated by this Agreement shall be consistent in all material respects with such joint communications strategy. Notwithstanding the circumstances) to comment on, such release or announcement in advance of such issuanceforegoing, (bA) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before or Merger Sub prior to issuing any press release or making any other public statement relating to any Acquisition Proposal or in connection with respect to an or following a Company Adverse Recommendation Change effected and (B) Parent and Merger Sub may make public statements relating to any Acquisition Proposal that has been made public or in accordance with Section 6.03 response to public statements of any Person recommending or “stop look and listen” communication or similar communication encouraging stockholders of the type contemplated by Rule 14d-9(f) under Company not to tender their shares of Company Common Stock into the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithOffer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cobra Electronics Corp)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued release, the text of which has been agreed to by each of Parent and the Company. Thereafter, except with respect to any matters contemplated by Section 7.03, Section 9.01 or Section 9.03, each of Parent and the Company shall consult with each other before it or any of its Affiliates issue any press release or otherwise make any public statements with respect to this Agreement or any of the Transactions, except to the extent public disclosure is required by applicable Law or the rules or regulations of Nasdaq or any United States national securities exchange on which the Shares are then traded, in which case the issuing party shall use its reasonable efforts to consult with the other party before issuing any press release or making any such public statements. Notwithstanding the foregoing, each party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees, make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC or make other public announcementsstatements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except so long as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company statements are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous press releases, public disclosures or public statements made jointly by the parties hereto (or individually, if approved individually in accordance with this Section 7.08). Prior to making any written communications to the employees or independent contractors of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubtTransactions, the Company shall not be required to consult provide Parent with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication a copy of the type contemplated by Rule 14d-9(fintended communication at least one (1) under Business Day prior to the Exchange Actdate of first use, and the Company shall consider in good faith any comments made to such communication (it being understood that any subsequent communication that sets forth substantially the same information shall not require compliance with this sentence). For Parent, Merger Sub and their Affiliates may, without consultation with, or consent of, the avoidance of doubtCompany, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements make non-public ordinary course disclosures and communications in connection with to existing or prospective general and limited partners, equity holders, members, managers and investors of such person, if the arrangement persons receiving such disclosures and communications are subject to customary confidentiality restrictions restricting public dissemination or use of the Debt Financingsuch information; provided, that Parent shall provide such disclosures and communications do not include any material non-public or proprietary information of the Company and or its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithSubsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dunkin' Brands Group, Inc.)
Public Announcements. (a) The parties acknowledge that the Company’s initial press release relating to this Agreement shall be a joint press release issued by Parent and regarding the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or initial announcement of the transactions contemplated by this Agreement and the other Transaction Documents to customers, suppliers, investors and employees and otherwise (the “Initial Press Release”) has been agreed by the parties. After the transmission of the Initial Press Release, except as required by Applicable Law or by the rules or requirements of any stock exchange on which the securities of a party are listed, no party shall not issue make, or cause to be made, or permit any such of its Affiliates to make, any press release or make any such other public announcement or other similar communications in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other party, to the extent such release, announcement or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no party shall be required to receive the consent of the other partyparty to any release, announcement or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement or communication includes information (i) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is consistent with the Initial Press Release; (ii) that is consistent with releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2, (iii) that is required to be disclosed under GAAP; (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 8-K, Form 10-Q, Form 10-K, Schedule 14A or other disclosure required by the Commission or other Governmental Entity to be made by Amazon or the Company in connection with the transactions contemplated by this Agreement. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information inconsistent with the Initial Press Release or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure shall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.
Appears in 1 contract
Public Announcements. The initial press release relating 28. Except to this Agreement shall be the extent already disclosed in a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcementscommunication issued in accordance with this Agreement, or scheduling a press conference or conference call with investors or analystsno public announcement concerning this Agreement, with respect to this Agreement its subject matter or the transactions contemplated described herein shall be made, either directly or indirectly, by this Agreement either Party or its Affiliates, except as may be required, in the good faith discretion of such Party’s counsel, by Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or stock exchange or quotation system rule without first obtaining the approval of the other Party and agreement upon the nature, text and timing of such announcement, which approval and agreement shall not issue be unreasonably withheld or delayed. The Party desiring to make any such voluntary public announcement shall provide the other Party with a written copy of the proposed announcement in reasonably sufficient time prior to public release to allow the other Party to comment upon such announcement, prior to public release. In the case of press releases or other public communications required to be made by law, judicial order or stock exchange or quotation system rule, the Party making such press release or public announcement shall provide to the other Party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as is practicable under the circumstances for the purpose of allowing the notified Party to review and comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or make any such other public announcement without communication beyond the consent time when the same is required to be made. Neither Party shall be required to seek the permission of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law Party to repeat any information regarding the terms of this Agreement or any listing agreement with amendment hereto that has already been publicly disclosed by such Party or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected Party in accordance with this Section 6.03 or “stop look 12.4(a) (Public Announcements); provided that such information remains accurate as of such time and listen” communication or similar communication provided the frequency and form of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithdisclosure are reasonable.
Appears in 1 contract
Samples: Exclusive License and Collaboration Agreement (Kindred Biosciences, Inc.)
Public Announcements. The Any initial press release relating with respect to this Agreement and the transactions contemplated hereby shall be a joint press release issued mutually agreed upon by Parent the Company and the CompanyPurchaser. Thereafter, Parent the Company and the Company Purchaser shall consult with each other and provide each other with the opportunity to review and comment upon any press release or other public statements with respect to the transactions contemplated hereby or this Agreement and the Company and the Purchaser shall not, and shall cause their respective Affiliates not to, issue any such other press release or other public statements prior to such consultation, except as may be required by applicable Law, in which case the Party proposing to issue such press release or make such public announcement shall use commercially reasonable efforts to consult in good faith with the other Party and provide the other Party with an opportunity to review and comment on the content of the proposed disclosure, which comments such Party shall consider in good faith, acting reasonably, before issuing any such press release or making any other such public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not announcement; provided that no Party will issue any such press release or make any such other public announcement statement that attributes comments to the other Party statement (or portion thereof) without the consent prior written approval of the other partyParty. Notwithstanding the foregoing, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt: (i) the Parties may disclose the transactions contemplated hereby to the indirect and direct equity holders, partners and prospective partners or equity holders of any Party and its Affiliates provided that such recipients agree to maintain the Company shall not be information with the same confidentiality protections as the disclosing Party, (ii) the Parties may disclose the transactions contemplated hereby to Governmental Entities in connection with obtaining any approvals required to consult with Parent before issuing any press release under Section 2.1(c)(iv) and (iii) the direct or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication indirect equityholders of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or Purchaser and their respective Affiliates from making customary announcements and communications may disclose information about the subject matter of this Agreement in connection with the arrangement of the Debt Financing; providedtheir normal fund raising, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements marketing, informational or communications and shall consider the Company’s comments in good faithreporting activities.
Appears in 1 contract
Public Announcements. The initial press release relating to regarding this Agreement shall be a mutually acceptable joint press release issued by Parent and release. Prior to the Company. ThereafterClosing, Parent and the Company no Party hereto shall consult with each other before issuing make any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or announcement setting forth the terms of the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement hereby without the consent approval of the other party, which shall Parties hereto (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything to the contrary in Section 7.8, except either Party (or any of its Affiliates) may release information concerning the transactions contemplated hereby at any time after the date of this Agreement, (i) in the manner in which its Affiliates publicly disclosed transactions prior to the date hereof consistent with past practice, (ii) to comply with any applicable Laws, including pursuant to governmental regulations and statutes as required by Law for publicly filing entities or pursuant to an order by a court of competent jurisdiction or (iii) to the extent, in the good faith judgment of Buyer’s or Sellers’ outside counsel, accountants, or advisors, as applicable, such disclosure is required to be disclosed (including in any registration statement, other disclosure document, press release or announcement public announcement) in connection with such Party’s (a) may be required by Applicable Law or any listing agreement with of its Affiliates’) quarterly earnings results, earnings guidance or rule of any national securities exchange or association upon which the securities of the Company are listedcapital raising, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, fund-raising 118 activities and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalreporting activities; provided, however, that notwithstanding in either of clauses (ii) or (iii), such disclosing Party shall give the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with Parties a reasonable opportunity to review and comment on such announcements disclosure. Notwithstanding the foregoing or communications anything to the contrary in Section 7.8, nothing herein shall limit the right of an Affiliate of either Party that is a public reporting company to publicly disclose the transaction consistent with any statements previously made in compliance with this Section 12.8 and shall consider to the Company’s comments in good faithextent required pursuant to applicable Law.
Appears in 1 contract
Public Announcements. The initial press release relating to concerning this Agreement and the transactions contemplated hereby shall be a joint press release issued to be reasonably agreed upon by Parent the Company and the CompanyParent. ThereafterFollowing such initial press release, Parent and the Company shall consult with each other before issuing any additional press release or release, making any other public announcements, statement or scheduling a or participating in any press conference, conference call, media interview or conference call meeting with investors or analysts, analysts with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedhereby and, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which association, shall not issue any such press release, make any such other public statement or schedule or participate in any such event before such consultation (and, to the securities extent applicable, shall provide copies of the Company are listedany such press release, in which case the party required statement or agreement (or any scripts for any statements to make the release or announcement shall use reasonable best efforts be made orally) to consult with the other party about, and allow shall consider in good faith the comments of the other party reasonable time party); provided that the restrictions set forth in this Section 6.9 shall not apply to (taking into account the circumstancesi) to comment on, such any release or announcement public statement made or proposed to be made by the Company in advance of such issuance, compliance with Section 6.3 (b) that is consistent with previous releases, public disclosures including any release or public statements statement made jointly or proposed to be made by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation a Change effected of Board Recommendation), or in accordance connection with Section 6.03 or “stop look and listen” communication or similar communication of any dispute between the type contemplated by Rule 14d-9(f) under parties regarding this Agreement, the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent Merger or the Debt Financing Sources or their respective Affiliates from making other transactions contemplated hereby, (ii) any customary announcements and communications other customary communications, including preparation and distribution of marketing materials, in connection with the arrangement of Financing or (iii) any public statements by either party with respect to this Agreement and the Debt Financing; providedtransactions contemplated hereby, that Parent shall provide the Company including their effect on either party’s business and its counsel financial projections, with a reasonable opportunity to review investors, analysts and comment Financing Sources, including on its periodic earnings calls and in any “road show”, so long as such announcements party’s comments are consistent with the information contained in the press releases or other documents or communications previously issued and shall consider agreed upon by the Company’s comments parties. Notwithstanding the foregoing sentence, without prior consultation, each party may disseminate information included in good faitha press release or other documents or communications already approved for external distribution by the other parties.
Appears in 1 contract
Public Announcements. The Any initial press release relating with respect to this Agreement and the transactions contemplated hereby (and any related Report on Form 8-K) shall be a joint press release issued mutually agreed upon by Parent and the CompanyPurchasers. Thereafter, Parent and the Company Purchasers shall consult with each other before issuing and provide each other with the opportunity to review and comment upon any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by hereby or this Agreement and Parent and the Purchasers shall not, and shall cause their respective Affiliates not to, issue any such other press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatements prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which related to the securities trading of the Company are listedCommon Stock on Nasdaq, in which case the party required proposing to make the issue such press release or make such public announcement shall use commercially reasonable best efforts to consult in good faith with the other party about, and allow provide the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on the content of the proposed disclosure, which comments such announcements or communications and party shall consider the Company’s comments in good faith, acting reasonably, before issuing any such press release or making any such public announcement; provided that no Person party hereto will issue any press release or other public statement that attributes comments to any other Person or that indicates the approval of any other Person of the contents of any such press release or statement (or portion thereof) without the prior written approval of such Person. Notwithstanding anything herein to the contrary and for greater clarity, (a) no party shall be required to obtain consent pursuant to this Section 6.14 to the extent any proposed press release or other public statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 6.14 and (b) nothing in this Section 6.14 shall prevent or restrict any Purchaser or its respective Affiliates from furnishing customary information concerning the transactions contemplated hereby and publicly available information to their current or prospective limited partners or investors in accordance with all applicable securities laws.
Appears in 1 contract
Public Announcements. The Any initial press release relating with respect to this Agreement and the transactions contemplated hereby (and any related Report on Form 8-K) shall be a joint press release issued mutually agreed upon by Parent Issuer and the CompanyPurchasers. Thereafter, Parent Issuer and the Company Purchasers shall consult with each other before issuing and provide each other with the opportunity to review and comment upon any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by hereby or this Agreement and Issuer and the Purchasers shall not, and shall cause their respective Affiliates not to, issue any such other press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayedstatements prior to such consultation, except as such release or announcement (a) may be required by Applicable applicable Law or any listing agreement with or rule of any national securities exchange or association upon which related to the securities trading of the Company are listedCommon Stock on Nasdaq, in which case the party required proposing to make the issue such press release or make such public announcement shall use commercially reasonable best efforts to consult in good faith with the other party about, and allow provide the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on the content of the proposed disclosure, which comments such announcements or communications and party shall consider the Company’s comments in good faith, acting reasonably, before issuing any such press release or making any such public announcement; provided that no Person party hereto will issue any press release or other public statement that attributes comments to any other Person or that indicates the approval of any other Person of the contents of any such press release or statement (or portion thereof) without the prior written approval of such Person. Notwithstanding anything herein to the contrary and for greater clarity, (a) no party shall be required to obtain consent pursuant to this Section 6.14 to the extent any proposed press release or other public statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 6.14 and (b) nothing in this Section 6.14 shall prevent or restrict any Purchaser or its respective Affiliates from furnishing customary information concerning the transactions contemplated hereby and publicly available information to their current or prospective limited partners or investors in accordance with all applicable securities laws.
Appears in 1 contract
Public Announcements. The initial Purchaser may issue a press release relating to in connection with the Closing concerning this Agreement Agreement, the other Transaction Documents or the Transactions, which press release shall be a joint press release issued mutually agreed upon by Parent the Company (if before the Closing) or the Seller Representative (if after the Closing), on the one hand, and the CompanyPurchaser, on the other hand. Thereafter, Parent none of the Sellers or the Seller Representative and their respective Affiliates, on the Company one hand, or the Purchaser and its Affiliates, on the other hand, shall consult with each other before issuing issue any press release or making public announcement concerning this Agreement, the other Transaction Documents or the Transactions or make any other public announcements, disclosure containing or scheduling a press conference or conference call with investors or analysts, with respect pertaining to the terms of this Agreement without obtaining the prior written approval of the Seller Representative (after the Closing) or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other partyPurchaser, as applicable, which shall approval will not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be unless, in the reasonable judgment of the Party seeking to disclose, disclosure is otherwise required by Applicable applicable Law or any listing agreement with or rule by the applicable rules of any national securities stock exchange on which such disclosing Party lists securities; provided that, to the extent any disclosure is required by applicable Law or association upon which an applicable stock exchange rule, the securities of the Company are listed, in which case the party required Party intending to make the release or announcement such disclosure shall use commercially reasonable best efforts consistent with such applicable Law or stock exchange rule to consult with the other party aboutSeller Representative (after the Closing) or the Purchaser, and allow as applicable, with respect to the other party text thereof (including providing the non-disclosing Party reasonable time (taking into account the circumstances) to comment on, on such release or announcement in advance of such issuance, it being understood that the final form and content of any such release or announcement, to the extent so required, shall be at the final discretion of the disclosing Party); provided, further, that (i) each Seller that is an entity, and such Sellers’ respective Affiliates that have received non-public information regarding the Transaction, shall be permitted to (a) disclose information concerning this Agreement, the other Transaction Documents or the Transactions to their Representatives, members, partners or current investors on a confidential basis under legally binding obligations no less restrictive than those contained herein who have a reasonable need to know such information regarding such entity’s investment in the Company in connection with (1) any ordinary course legal, tax or accounting services or (2) if such entity is an investment fund, such entity’s or its Affiliates’ customary reporting or fundraising activities and obligations, and (b) publicly disclose information concerning this Agreement, the other Transaction Documents or the Transactions provided that is consistent with previous releases, such public disclosures disclosure contain no more information than that contained in the press release(s) or public statements information already made jointly by available in compliance with this Section 7.7; and (ii) following the parties or individuallyClosing and after the public announcement of the Transactions, if approved by the Seller Representative shall be permitted to announce that it has been engaged to serve as the Seller Representative in connection herewith as long as such announcement does not disclose any of the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithterms hereof.
Appears in 1 contract
Public Announcements. The initial press release relating to Until the Closing, or in the event of termination of this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAgreement, Parent and the Company each party shall consult with each the other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such public statement without the prior consent of the other. Notwithstanding anything to the contrary in this Agreement, Company and its Affiliates, and Parent and its Affiliates, shall, in accordance with their respective legal obligations, including but not limited to filings permitted or required by the Securities Act and the Exchange Act, NASDAQ and other similar regulatory bodies, make (i) such press releases and other public announcement without statements and announcements ("Releases") as Company, Parent or their respective Affiliates, after discussion with their respective legal counsel, deem necessary and appropriate in connection with this Agreement and the consent transactions contemplated hereby, and (ii) any and all statements Company or Parent deem in their respective sole judgments to be appropriate in any and all filings, reports, prospectuses and other similar documents filed with the SEC or other regulatory bodies. Each of Company and Parent shall use reasonable efforts to provide the other party with a copy of any Releases before any publication of same; provided that, if the content of the Release is, in the reasonable judgment of Company or Parent, after discussion with its or his respective legal counsel, materially similar to the content of a Release previously provided to the other party, which then Company or Parent, as the case may be, shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required have no obligation to make the release or announcement shall use reasonable best efforts to consult with provide the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance with a copy of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by Release. The non-disclosing party may make comments to the parties or individually, if approved by the other disclosing party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected any such Releases provided to the non-disclosing party and the disclosing party shall take such comments into account and incorporate reasonable comments into the Releases. Notwithstanding anything in accordance with this Section 6.03 or “stop look 7.08 to the contrary, the parties have agreed upon the form of a joint press release announcing the Merger and listen” communication or similar communication the execution of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pomeroy It Solutions Inc)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release mutually agreed and issued by Parent the Company and Parent. Except in connection with the Company. Thereaftermatters contemplated by Section 6.04 or in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby, Parent and the Company (a) shall consult with each other before issuing any further press release release, having any communication with the press (whether or not for attribution) or making any other public announcementsstatement (including any announcement to officers or employees of the Company or its Subsidiaries), or scheduling a any press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally and in a manner consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party)) and (b) except in respect of any public statement or press release as may be required by Applicable Law or any 66 listing agreement with or rule of any national securities exchange or association (provided, in such case, such party has given advance notice (and an opportunity to review and comment to the extent practicable) to the other party), shall not issue any such press release or make any such other public announcement without statement or schedule any such press conference or conference call before such consultation. Notwithstanding the consent foregoing, after the issuance of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or the making of any other public statement with respect to an Adverse Recommendation Change effected which the foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in a previous press release or public statement and such additional publications, press releases or announcements are otherwise consistent with those with respect to which the other party had consented (or been consulted) in accordance with the terms of this Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith8.03.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. ThereafterParent, Parent and the Company and MIC each shall (a) consult with each other before issuing such party or any of its Affiliates issues any press release or making otherwise makes any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by this Agreement Agreement, (b) provide to the other party for review a copy of any such press release or public statement and shall (c) not issue any such press release or make any such other public announcement without statement prior to such consultation and review and the receipt of the prior consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such for any press release or announcement (a) public statement as may be required by Applicable applicable Law or pursuant to any listing agreement with or rule rules of any national applicable securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposalexchange; provided, however, that notwithstanding that, the foregoing shall not restrict or prohibit (i) the Company or MIC from making any announcement from the date hereof through the Effective Time to its employees, customers and for other business relations to the avoidance extent the Company or MIC determines in good faith that such announcement is necessary or advisable or (ii) the Company from making any announcement following the completion of doubtthe MIC Sale or an Alternative MIC Sale; provided, further, that, the Company Company, MIC and their respective Affiliates shall not be required to consult with Parent before prior to issuing any press release or otherwise making any other public statement that primarily relates to the Company’s review of strategic alternatives, including the Reorganization, the MIC Sale or any Alternative MIC Sale, nor shall the Company, MIC and their respective Affiliates be required to provide a copy of any such press release or public statement to Parent or seek Parent’s consent with respect thereto, including any such press release or public statement that discloses information relating to the transactions contemplated hereby; provided, further, that Affiliates of the Company or MIC may provide general information about the subject matter of this Agreement in connection with its or its Affiliates’ fund raising, marketing, informational or reporting activities of the kind customarily provided with respect to an private equity investments. Notwithstanding the foregoing, (a) nothing in this Section 8.11 shall limit MIC’s or the MIC Board’s rights under Section 8.10 [(Alternative Transaction Proposals)], (b) the Company and MIC will no longer be required to consult with or otherwise obtain the consent of Parent in connection with any such press release or public statement or provide Parent with the opportunity to review a copy thereof if the MIC Board (or, following completion of the Reorganization, the Company Board) has made any Adverse Recommendation Change effected in accordance with or shall have resolved to do so and (c) the requirements of this Section 6.03 8.11 shall not apply to any disclosure by the Company, MIC or “stop look and listen” communication or similar communication Parent of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent any information concerning this Agreement or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications transactions contemplated hereby in connection with any dispute between the arrangement of parties regarding this Agreement, the Debt Financing; provided, that Parent shall provide Merger or the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Macquarie Infrastructure Corp)
Public Announcements. (a) The parties acknowledge that the Company’s initial press release relating to this Agreement shall be a joint press release issued by Parent and regarding the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or initial announcement of the transactions contemplated by this Agreement and the other Transaction Documents to customers, suppliers, investors and employees and otherwise (the “Initial Press Release”) has been agreed by the parties. After the transmission of the Initial Press Release, except as required by applicable law or by the rules or requirements of any stock exchange on which the securities of a party are listed, no party shall not issue make, or cause to be made, or permit any such of its Affiliates to make, any press release or make any such other public announcement or other similar communications in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other party, to the extent such release, announcement or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no party shall be required to receive the consent of the other party to any release, announcement or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement or communication includes information (i) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is consistent with the Initial Press Release; (ii) that is consistent with releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2(a), (iii) that is required to be disclosed under U.S. GAAP or (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement. For the avoidance of doubt, subject to the foregoing, to the extent any future disclosure (including communications with investors and analysts) relates to the Transaction Documents or the any transaction contemplated thereby and contains any information not originally contained in the Initial Press Release or inconsistent with the Initial Press Release, such disclosure shall be subject to the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faith.
Appears in 1 contract
Public Announcements. The initial press release relating Except as otherwise provided herein or as required by applicable Law, none of the Parties shall make any disclosure or permit any of its respective Affiliates to make any disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement shall be a joint press release issued unless previously approved by Parent and the CompanyCompany in writing, which approval shall not be unreasonably conditioned, withheld or delayed. ThereafterParent and the Company have mutually agreed upon and, as promptly as practicable after the execution of this Agreement, shall issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Parent and the Company shall cooperate in good faith with respect to the prompt preparation of, and, as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter), Parent shall file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (the “Announcement 8-K”). Prior to Closing, Parent and the Company shall consult with each other before issuing any mutually agree upon and prepare the press release announcing the consummation of the Transactions (“Closing Press Release”). Concurrently with or making any other public announcementspromptly after the Closing, or scheduling a press conference or conference call with investors or analysts, Parent shall issue the Closing Press Release. Parent and the Company shall cooperate in good faith with respect to this Agreement the preparation of, and, at least three days prior to the Closing, Parent shall prepare a draft Form 8-K announcing the Closing, together with, or the transactions contemplated incorporating by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubtreference, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look pro forma financial statements and listen” communication or similar communication of the type contemplated historical financial statements prepared by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel accountant and the other “Form 10” information required to be included therein (the “Completion 8-K”). Within four Business Days following the Closing, Parent shall file the Completion 8-K with a the SEC. Nothing contained in this Section 6.3 shall prevent Parent or the Company and/or its respective Affiliates from furnishing customary or other reasonable opportunity information concerning the Transactions to review such Person’s investors and comment on such announcements or communications and shall consider the Company’s comments in good faithprospective investors.
Appears in 1 contract
Public Announcements. The initial Parties agree that Buyer and Selling Shareholders will issue separate press release releases announcing the execution and delivery of this Agreement, in forms to be agreed to by Buyer and Selling Shareholders. In addition, promptly following the Agreement Date, the Parties will coordinate with one another to prepare customary investor presentation and public relations materials (collectively, the “Public Relations Materials”) relating to this Agreement shall be a joint press release issued by Parent the Transactions. Neither Buyer nor Selling Shareholders will, and neither Buyer nor Selling Shareholder will permit any of its Subsidiaries to, issue or cause the Company. Thereafter, Parent and the Company shall consult with each other before issuing publication of any subsequent press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement with respect to, or otherwise make any public statement concerning, the Transactions without the prior consent of the other party, (which shall consent will not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedBuyer, in which the case of a proposed announcement or statement by Selling Shareholders or the party required to make Top Level Operating Companies, or Selling Shareholders or the release Top Level Operating Companies, in the case of a proposed announcement or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly statement by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior ProposalBuyer; provided, however, that notwithstanding (i) either Buyer, Selling Shareholders or the foregoing and for Top Level Operating Companies may, without the avoidance prior consent of doubtthe other Party, issue or cause the Company shall not be required to consult with Parent before issuing publication of any press release or other public announcement to the extent it determines in good faith, after consultation with outside counsel, that so doing is or may be required by law or by the rules and regulations of the NYSE or the HKEx and (ii) nothing in this Section 6.6 will prohibit Buyer or Selling Shareholders from meeting with their respective stockholders in presentations, meetings and road shows held for the purpose of obtaining the Required Buyer Vote or the Required GWT Vote, as applicable, or from making any communications or public statements (other public statement than press releases which will require the consent of the other Party) with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication concerning the Transactions so long as such communications or similar communication of public statements do not contain any material information that is not previously disclosed in, or inconsistent with, the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt FinancingPublic Relations Materials; provided, however, that Parent shall provide each Party will consult with the Company other Party and its counsel keep the other Party informed with a reasonable opportunity respect to review and comment on such announcements communications or communications and shall consider the Company’s comments in good faithpublic statements.
Appears in 1 contract
Public Announcements. The initial press release relating to regarding this Agreement and the Contemplated Transactions shall be a joint press release issued made at such time and in such form as Holdings and Seller agree; provided, that in the event that the parties cannot agree, either party shall be permitted to make any disclosure required by Parent and Law. Prior to the Company. ThereafterClosing, Parent and none of Holdings, Newco, the Company shall consult with each other before issuing or Seller will issue or make (or permit any controlled Affiliate to issue or make) any subsequent press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement Contemplated Transactions without (a) the prior consent of Holdings, in the other partycase of Seller or the Company, which shall not be unreasonably withheldor (b) the prior consent of Seller, conditioned in the case of Holdings or delayedNewco, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedLaw; provided, in which case that the party required proposing to make the issue any press release or similar public announcement or communication in compliance with any such disclosure obligations required by Law shall use commercially reasonable best efforts to consult in good faith with the other party aboutbefore doing so. Notwithstanding anything to the contrary herein, the Financing Sources, their representatives and allow the Holdings’ and Newco’s professional advisors may (i) publish “tombstones” or other party reasonable time customary announcements which do not contain pricing details that are not otherwise publicly available and (taking into account the circumstancesii) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or make public statements made jointly by and/or communications in connection with the parties Debt Financing (or individually, if approved by any alternative financing) so long as such statements or communications are afforded confidential treatment to the same extent as other party or (c) relates confidential information customarily provided to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding Persons in the foregoing and for the avoidance context of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Actfinancings. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications disclosures to Governmental Authorities in connection with the arrangement of parties’ efforts to obtain approval and/or early termination under the Debt Financing; provided, that Parent HSR Act and to make any related filing shall provide the Company and its counsel with a reasonable opportunity be deemed not to review and comment on such announcements or communications and shall consider the Company’s comments in good faithviolate this Agreement.
Appears in 1 contract
Samples: Equity Purchase and Contribution Agreement (Select Medical Corp)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by the Company and Parent and the Company. Thereafter, thereafter Parent and the Company shall consult with each the other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to the Offer. Notwithstanding the foregoing, (a) each party may, without complying with the foregoing obligations, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in documents filed or furnished to the SEC, to the extent that such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Agreement or Section 7.04, (b) a party may, without complying with the transactions contemplated by this Agreement and shall not foregoing obligations, issue any such press release or make any such other public announcement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except statement as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listedexchange, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates the Company need not comply with the foregoing obligations in connection with any press release, public statement or filing to an Acquisition Proposal be issued or Superior Proposalmade with respect to any Adverse Recommendation Change made in accordance with the terms of Section 5.03(e) or Section 5.03(f); provided, however, that notwithstanding the foregoing and for the avoidance of doubtupon issuing or making, as applicable, any such release, statement or filing as provided in clause (b) or (c) above, the Company shall shall, as soon as reasonably practicable thereafter, give Parent notice of and a written copy of such press release, public statement or filing; and (d) Parent need not be required to consult comply with Parent before issuing the foregoing obligations in connection with any press release or making any other release, public statement or filing to be issued or made in connection with respect any matter described in clause (c) above or any actions taken or to an Adverse Recommendation Change effected be taken in accordance with Section 6.03 connection therewith, provided that, Parent shall, as soon as reasonably practicable thereafter, give the Company notice of and a written copy of such release, announcement or “stop look and listen” communication statement. The Company may not hold any analyst calls or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications other publicly attended conference calls in connection with the arrangement execution and delivery of this Agreement and the announcement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithtransactions contemplated hereby.
Appears in 1 contract
Public Announcements. The initial press release relating to Without limiting any other provision of this Agreement shall be a joint press release issued by Parent Agreement, Buyer and the Company. Thereafter, Parent and the Company shall Seller Parties will consult with each other before issuing issuing, and provide each other the opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statement with respect to this Agreement or the transactions contemplated by terms of this Agreement and shall will not issue any such press release or make any such public statement prior to such consultation and consent of the other Party. Notwithstanding anything to the contrary in this Agreement, either Party may issue a press release or make a public announcement statement with respect to the terms of this Agreement or the transactions contemplated by this Agreement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as Party if and to the extent such release or announcement (a) may be disclosure is required by Applicable Law or any listing agreement with or rule the rules and regulations of any national applicable securities exchange or association upon which the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financingexchange; provided, that Parent shall (i) notice of such requirement is promptly delivered to the other Party in order to provide the Company and its counsel with a reasonable an opportunity to seek a protective order or other similar order with respect to such information and (ii) the issuing Party thereafter discloses only the minimum information necessary to comply with the requirement, whether or not a protective order or other similar order is obtained by the other Party. Any press releases prepared by Buyer and related to the Transferred Assets will be provided to Seller Parties at least [***] in advance of publication for Seller Parties’ review and comment (but not approval). No Party shall use the trademark, trade name or logo of the other Party in any publicity, news release or public disclosure relating to this Agreement or its subject matter without the prior express written permission of the other Party. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of such announcements or communications Party and shall consider may utilize the Companyother Party’s comments name and logo in good faithconjunction with such disclosure. Tarpon – Asset Purchase Agreement Strictly Confidential [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Appears in 1 contract
Public Announcements. The initial press release relating with respect to the Arrangement, this Agreement and the other transactions contemplated hereby shall be a joint press release issued to be reasonably agreed upon by Parent the Purchaser and the Company. Thereafter, Parent and none of the Company shall consult with each other before issuing any press release or making any other public announcementsParties shall, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or make any such other public announcement without the consent of the other party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed), issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the other Party, the Arrangement, this Agreement and the other transactions contemplated hereby unless required to do so by Governmental Authorities or applicable Law. The Company shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Purchaser, and the Purchaser shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Company, provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, and the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing, and provided further, however, that, except as such release or announcement (a) may be otherwise required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of pursuant to this Agreement, the Company are listed, in which case shall have no obligation to obtain the party required to make the release consent of or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) Purchaser prior to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releasesany press release, public disclosures statement, disclosure or public statements made jointly filing by the parties or individually, if approved by the other party or (c) relates Company with regard to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance a Change of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.
Appears in 1 contract
Public Announcements. The parties agree that (i) the initial press release relating to by the Seller, the initial press release by the Company, and the SEC filing on Form 8-K by the Company, each disclosing the execution and delivery of this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby and the SEC filing on Form 8-K by this Agreement and shall not issue any such press release or make any such other public announcement without the consent Company disclosing the results of the Company’s annual meeting shall be in the forms attached hereto as Exhibits A-D (the “Agreed Disclosures”). Each of the parties agrees that, other partythan the Agreed Disclosures or as permitted by the immediately succeeding sentence, which shall not be unreasonably withheld, conditioned or delayed, and except as such release or announcement (a) may be required by Applicable Law law, rule, regulation or any listing agreement with or rule the requirements of any national securities self-regulatory organization or stock exchange or association upon which the securities of the Company are listed, listing requirements (in which case the party required to make the filing, disclosure, communication, release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement thereon in advance of such issuancestatement, (b) that is consistent with previous releasesrelease, public disclosures filing, disclosure, communication or public statements made jointly announcement and will consider in good faith any comments provided by such party), each of the parties or individuallyhereto will not make any public statement, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement filing, disclosure, communication, release, or announcement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look this Agreement and listen” communication or similar communication any of the type transactions contemplated by Rule 14d-9(f) under this Agreement, including the Exchange Act. For circumstances or discussions (to the avoidance extent related to the Seller’s relationship with the Company as a stockholder of doubtthe Company and not, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications for clarity, in connection with the arrangement Commercial Agreements (as defined below)) in the twelve months leading to the negotiation and execution of this Agreement (or substantially the Debt Financingsame circumstances or discussions prior thereto); provided, that Parent nothing herein shall limit or prevent a party from making any statements, press releases or other filings, disclosures, communications, releases or announcements to the extent reasonably related to such party exercising or enforcing any of its rights under this Agreement. Notwithstanding the foregoing, each of the parties shall be entitled to make public statements or disclosures that are substantially consistent with the Agreed Disclosures; provided, that Seller shall provide the Company and its counsel with a reasonable opportunity time to review and comment on such announcements the amendment to Schedule 13D of the Seller (or communications and shall consider the Company’s comments in good faithits affiliates).
Appears in 1 contract
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing issuing, and provide each other the opportunity to review and comment upon, any press release or making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement Agreement, the Merger or the transactions contemplated by this Agreement Offer, and shall not issue any such press release or make any such other public announcement statement without the prior consent of the other party, (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement (a) may be required by Applicable Law Law, court process or any listing agreement with or rule rules of the NYSE or other stock exchange on which securities of Parent (or its Affiliates) or the Company is listed; provided that Parent and Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in response to public statements of any national securities exchange person recommending or association upon which the securities encouraging stockholders of the Company are not to tender their shares of Common Stock into the Offer, after consulting with the Company and considering in good faith any comments provided by the Company with respect to such public statements to the extent permitted by applicable Law, court process or any listing agreement with or rules of the NYSE or other stock exchange on which securities of Parent (or its Affiliates) is listed. With respect to any communications to be delivered orally, in which case including by conference call or webcast, this Section 6.7 shall be deemed satisfied if, to the extent practicable, the disclosing party required gives advance notice of such disclosure to make the release other party, including copies of any talking points, scripts or announcement shall use reasonable best efforts to consult similar documents, and consults with the other party aboutand considers in good faith any comments provided by such other party with respect thereto; provided, and allow further that the prior agreement of the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected such disclosures to the extent that the non-disclosing party reasonably determines that any disclosure would be materially adverse to the non-disclosing party and it is reasonably practicable for the disclosing party to seek such prior consent. Notwithstanding the foregoing, the restrictions set forth in accordance with this Section 6.03 6.7 shall not apply to any public statement made or “stop look and listen” communication 42 proposed to be made by the Company or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement or following a Change of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithRecommendation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Millennial Media Inc.)
Public Announcements. The initial press release relating to Until the Closing, or in the event of termination of this Agreement shall be a joint press release issued by Parent and the Company. ThereafterAgreement, Parent and the Company each party shall consult with each the other before issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, statements with respect to this Agreement or the transactions contemplated by this Agreement Merger and shall not issue any such press release or make any such public statement without the prior consent of the other. Notwithstanding anything to the contrary in this Agreement, the Company and its Affiliates, and Xx. Xxx and his Affiliates, shall, in accordance with their respective legal obligations, including but not limited to filings permitted or required by the Securities Act and the Exchange Act, FINRA and other similar regulatory bodies, make (i) such press releases and other public announcement without statements and announcements (“Releases”) as the consent Company, Xx. Xxx or their respective Affiliates, after discussion with their respective legal counsel, deem necessary and appropriate in connection with this Agreement and the transactions contemplated hereby, and (ii) any and all statements the Company or Xx. Xxx xxxx in their respective sole judgment to be appropriate in any and all filings, reports, prospectuses and other similar documents filed with the SEC or other regulatory bodies. Each of the Company and Xx. Xxx shall use reasonable efforts to provide the other party with a copy of any Releases before any publication of same; provided that, if the content of the Release is, in the reasonable judgment of the Company or Xx. Xxx, after discussion with its or his respective legal counsel, materially similar to the content of a Release previously provided to the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of then the Company are listedor Xx. Xxx as the case may be, in which case the party required shall have no obligation to make the release or announcement shall use reasonable best efforts to consult with provide the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance with a copy of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by Release. The non-disclosing party may make comments to the parties or individually, if approved by the other disclosing party or (c) relates to an Acquisition Proposal or Superior Proposal; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected any such Releases provided to the non-disclosing party and the disclosing party shall take such comments into account and incorporate reasonable comments into the Releases. Notwithstanding anything in accordance with this Section 6.03 or “stop look 7.08 to the contrary, the parties have agreed upon the form of a joint press release announcing the Merger and listen” communication or similar communication the execution of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faiththis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dragon Pharmaceutical Inc)
Public Announcements. The initial press release relating to this Agreement shall be a joint press release issued by Parent and the Company. Thereafter, Parent and the Company shall consult with each other before issuing any press release or making any other public announcementsrelease, or scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to consult with each other before making any other public statement, in each case, with respect to this Agreement or the transactions contemplated by this Agreement Transactions, and shall not issue any such press release or make any such other public announcement statement relating to this Agreement or the Transactions without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except as for any such release or announcement (a) may be that Parent or the Company determines, after consultation with outside legal counsel, is required by Applicable Law or any listing agreement with or rule of any national or foreign securities exchange or association upon which the securities of the Company or Parent, as applicable, are listed, in which case the party required to make the release or announcement shall use reasonable best efforts provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, each party may, without such consultation or consent, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any documents, reports, statements, forms or other filings required to be made by Parent with the SEC, so long as such statements, announcements and disclosures substantially reiterate (band are not inconsistent with) that is consistent with previous press releases, public disclosures or public statements made jointly by the parties or individually, if approved in advance by the other party or (c) relates to an Acquisition Proposal or Superior Proposalparty; and provided, howeverfurther, that that, notwithstanding the foregoing and for the avoidance of doubtforegoing, neither Parent nor the Company shall not be required to consult with Parent or obtain consents from the other parties hereto before issuing any press release or making any other public statement with respect to an Adverse Recommendation any Change effected in accordance with Section 6.03 Recommendation, Acquisition Proposal or “stop look and listen” communication Intervening Event or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications any action taken in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity to review and comment on such announcements or communications and shall consider the Company’s comments in good faithresponse thereto.
Appears in 1 contract
Public Announcements. The initial Without the prior written consent of the Companies, the Backstop Party shall not issue any press releases or otherwise make any public announcement with respect to this Agreement, the Plan, the Term Sheet and the transactions contemplated hereby and thereby, except as may be required by law. Any such press release relating to this Agreement or public announcement shall be a joint press release issued by Parent and in form acceptable to the CompanyCompanies, acting reasonably. Thereafter, Parent and the Company shall consult with each other before Prior to issuing any press release or otherwise making any other public announcements, or scheduling a press conference or conference call with investors or analysts, announcement with respect to this Agreement or Agreement, the Plan, the Term Sheet and the transactions contemplated by this Agreement hereby and thereby, the Companies shall provide the Backstop Party with a copy of such draft press release or public announcement for the Backstop Party's review and shall not issue any such press release or make any such other public announcement that mentions the Backstop Party by name, without the Backstop Party's consent (with respect to the portion of the other party, which shall not be unreasonably withheld, conditioned or delayed, except as such press release or announcement (a) may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association upon which that mentions the securities of the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to consult with the other party about, and allow the other party reasonable time (taking into account the circumstances) to comment on, such release or announcement in advance of such issuance, (b) that is consistent with previous releases, public disclosures or public statements made jointly by the parties or individually, if approved by the other party or (c) relates to an Acquisition Proposal or Superior ProposalBackstop Party); provided, however, that notwithstanding the foregoing shall be subject to the Companies', the Backstop Party's and any of their affiliate's overriding obligation to make any disclosure under any applicable securities law, and in such circumstances the Companies shall use its reasonable best efforts, and shall cause any such affiliates, to give prior oral or written notice to the Backstop Party and reasonable opportunity for the avoidance of doubt, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or “stop look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. For the avoidance of doubt, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates from making customary announcements and communications in connection with the arrangement of the Debt Financing; provided, that Parent shall provide the Company and its counsel with a reasonable opportunity Backstop Party to review and or comment on the disclosure, and if any such announcements or communications and shall consider prior notice is not possible, to give such notice immediately following the Company’s comments in good faithmaking of any such disclosure.
Appears in 1 contract
Samples: Backstop Commitment Agreement (AbitibiBowater Inc.)
