Common use of Public Communications Clause in Contracts

Public Communications. The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (i) not issue any news release or otherwise make public statements with respect to this Agreement or the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; and (ii) enable the other Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Parties.

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement

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Public Communications. The Parties Shoreline and Klondex shall agree to issue jointly a news release with respect to on the text of any press releases by which Shoreline and/or Klondex will announce (i) the execution of this Agreement as soon as practicable after its due executionand (ii) the completion of the Transaction. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each A Party must not issue any press release or make any other in issuing any news releases public statement or otherwise making public statements disclosure with respect to this Agreement or the Arrangement Transaction without the consent of the other Party (which consent shall not be unreasonably withheld or delayed), and in making Shoreline must not make any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (i) not issue any news release or otherwise make public statements with respect to this Agreement or the Arrangement Transaction without the consent of the other Party, Klondex (which consent shall not be unreasonably withheld, conditioned withheld or delayed); and (ii) enable provided that any Party that, in the opinion of its outside legal counsel, is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review and or comment on all the disclosure (other than with respect to confidential information contained in such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the ). The Party making such disclosure shall use commercially give reasonable efforts consideration to give prior oral or written notice to any comments made by the other Party andor its counsel, and if such prior notice is not possible, to shall give such notice immediately following the making of such disclosure or filingdisclosure. For the avoidance of doubtNOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releasesAND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, public disclosures or public statements made by the PartiesUNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Klondex Mines LTD), Asset Purchase Agreement (Klondex Mines LTD)

Public Communications. The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution, provided that the text and timing of the announcement shall be approved by each Party in advance, acting reasonably. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- co-operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSECSE and TSXV, with respect thereto. Each Party shall: (ia) not issue any news release or otherwise make public statements with respect to this Agreement or the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; and (iib) enable the other Party Party, acting reasonably, to review and comment on all such news releases prior to the release thereof and shall enable the other Party Party, acting reasonably, to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Parties. Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the other Party shall file, in accordance with Securities Laws, this Agreement, together with a material change report related thereto, under such Party’s profile on SEDAR.

Appears in 2 contracts

Samples: Arrangement Agreement (High Tide Inc.), Arrangement Agreement

Public Communications. (1) The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, shall consult and co- operate with each other in issuing any news releases press release or otherwise making any public statements announcement or statement concerning the transactions contemplated hereby and shall issue a joint press release promptly following the execution of this Agreement, the text and timing of the announcement to be approved by the other Party in advance, acting reasonably. The Parties acknowledge and agree that neither Party shall make a public announcement, statement or presentation regarding a Regulatory License, cannabis facility, or otherwise regulated permit with respect the MRA without approval of such announcement statement, or presentation by the applicable Governmental Entity, as required by the Michigan Regulatory Laws. The Parties shall co-operate in the preparation of presentations, if any, to this Agreement or Company Shareholders regarding the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect theretoArrangement. Each A Party shall: (i) must not issue any news press release or otherwise make any other public statements statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party, Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed; ), and (ii) enable a Party must not make any filing with any Governmental Entity with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); provided that any Party that is required to review and comment on all such news releases prior make disclosure by Law shall use its commercially reasonable efforts to the release thereof and shall enable give the other Party prior oral or written notice and a reasonable opportunity to review and or comment on such filings prior the disclosure or filing (other than with respect to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure confidential information contained in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the filing). The Party making such disclosure shall use commercially give reasonable efforts consideration to give prior oral or written notice to any comments made by the other Party andor its counsel, and if such prior notice is not possible, to shall give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Parties.

Appears in 2 contracts

Samples: Arrangement Agreement (TerrAscend Corp.), Arrangement Agreement

Public Communications. (1) The Parties agree shall cooperate in the preparation of presentations, if any, to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors Securityholders regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect theretoArrangement. Each A Party shall: (i) must not issue any news press release or otherwise make any other public statements statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed), and the Corporation must not make any filing with any Governmental Entity (other than as contemplated in Section 4.2, Section 4.3 or as required by Laws) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); and (ii) enable the other provided that any Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation is required by Law to make disclosure in accordance with applicable Laws and, if such disclosure is required and respect to the other Party has not reviewed Arrangement or commented on the disclosure, the Party making such disclosure this Agreement shall use its commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity for it and its outside legal counsel to review or comment on the disclosure or filing (other than with respect to confidential information of the disclosing Party contained in such disclosure or filing). The Party making such disclosure required by Law shall give reasonable consideration to any comments made by the other Party andParties or its outside legal counsel, and if such prior notice is not possible, to shall give such notice immediately following the making of such disclosure or filing. For (2) The Corporation shall, where practicable, to the avoidance of doubtextent that it is not inconsistent with the Board’s fiduciary duties or prohibited by any Law, provide reasonable opportunity for the foregoing Purchaser and its outside counsel to review or comment on any disclosure or filing made pursuant to Securities Laws not otherwise referred to in Section 4.6(1). The Corporation shall not prevent either Party from give reasonable consideration to any comments made by the Purchaser or its outside counsel prior to making internal announcements such disclosure or filing, provided that all information relating solely to employees the Purchaser (or its affiliates) must be in a form and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are content satisfactory to the Purchaser, acting reasonably, or consistent with the most recent news press releases, public disclosures or public statements made by the Parties.. (3) The Purchaser shall, where practicable, to the extent that it is not prohibited by any Law, provide reasonable opportunity for the Corporation and its outside counsel to review or comment on any disclosure or filing made pursuant to Securities Laws not otherwise referred to in Section 4.6(1). The Purchaser shall give reasonable consideration to any comments made by the Corporation or its outside counsel prior to making such disclosure or filing, provided that all information relating solely to the Corporation (or its affiliates must be in a form and content satisfactory to the Corporation, acting reasonably, or consistent with the most recent press releases, public disclosures or public statements made by the Parties. Section 4.7

Appears in 1 contract

Samples: Arrangement Agreement (Viavi Solutions Inc.)

Public Communications. The Parties agree to issue jointly a news press release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer Purchaser and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news press releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSETSXV, with respect thereto. Each Party shall: (i) not issue any news press release or otherwise make public statements with respect to this Agreement or the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; and (ii) enable provide the other Party with a reasonable opportunity to review and comment on all such news press releases prior to the release thereof and shall enable provide the other Party with a reasonable opportunity to review and comment on such filings prior to the filing thereofthereof and to give reasonable consideration of any comments made by the other Party or its counsel; provided, however, that the foregoing shall be subject to each Partythe Company’s overriding obligation to make disclosure in accordance with applicable Laws andLaws, if and if, based on the advice of its external legal counsel, such disclosure is required and the other Party Purchaser has not reviewed or commented on the disclosure, the Party making such disclosure Company shall use commercially reasonable efforts to give prior oral or written notice to the other Party andPurchaser, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party the Company from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news press releases, public disclosures or public statements made by the Parties. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDAR.

Appears in 1 contract

Samples: Arrangement Agreement

Public Communications. (1) The Parties agree shall reasonably cooperate in the preparation of presentations, if any, to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors Shareholders regarding the Arrangement prior Arrangement. Prior to the making of such presentations and to promptly adviseEffective Time, consult and co- operate a Party must not issue any press release or make any other public statement or disclosure, including any publicly available filing with each the Court or other in issuing any news releases or otherwise making public statements Governmental Entity, with respect to this Agreement or the Arrangement and in (including making any filing with any Governmental Entity publicly available all or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (ia portion of this Agreement) not issue any news release or otherwise make public statements with respect to this Agreement or the Arrangement without the prior written consent of the other Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed; and (ii) enable the other Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; ), provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities Laws andand stock exchange rules, and if such disclosure or filing is required and required, the Party shall use its reasonable best efforts to give the other Party has not reviewed prior written notice thereof and a reasonable opportunity to review or commented comment on the disclosure, portion of the Party disclosure or filing regarding the Arrangement prior to making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing, and the disclosing Party shall give reasonable consideration to the comments of the other Party with respect thereto, including any requested redactions to the extent permitted by applicable Law. For Notwithstanding the avoidance of doubtforegoing, the foregoing shall not prevent either Party from making internal announcements Parties, subject to employees compliance with Securities Laws and having stock exchange rules applicable to each such Party, may have discussions with shareholders and financial analysts and other stakeholders so long as non-Parties relating to this Agreement or the transactions contemplated by it, provided that such statements and announcements discussions are consistent with limited to information contained in the most recent news press releases, public disclosures or public statements made by the Corporation or the Purchaser Parties. The Parties acknowledge that (i) the Corporation will file this Agreement and a material change report relating thereto on SEDAR, and (ii) the Purchaser will disclose the material terms of this Agreement and file this Agreement as an exhibit to a Form 8-K filed subsequent to signing of this Agreement and in subsequent reports filed by the Purchaser on XXXXX.

Appears in 1 contract

Samples: Arrangement Agreement (Haemonetics Corp)

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Public Communications. The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations the preparation of presentations, if any, to investors Shareholders regarding the Arrangement prior to Arrangement. None of the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement Company or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (i) not Purchaser Parties shall issue any news press release or otherwise make public statements with respect relating to this Agreement or the Arrangement without the consent of the other Party, Parties hereto (which consent shall not be unreasonably withheld, conditioned or delayed; ) and the Company shall not make any filing with any Governmental Authority with respect thereto (iiother than under Competition Laws or as required under Securities Laws) enable without the other Party to review consent of the Purchaser (which shall not be unreasonably withheld, conditioned or delayed) and comment on all such news releases prior to the release thereof and Purchaser shall enable not make any filing with any Governmental Authority in connection with the other Party to review and comment on such filings prior to Arrangement without the filing thereofconsent of the Company (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s the Company's overriding obligation to make any disclosure or filing required under Applicable Laws, and in accordance with applicable Laws and, if such disclosure is required and circumstances the other Party has not reviewed or commented on the disclosure, the Party making such disclosure Company shall use commercially its reasonable best efforts to give prior oral or written notice to the Purchaser and reasonable opportunity for the Purchaser to review or comment on the disclosure or filing (other Party andthan with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give such notice immediately following the making of any such disclosure or filing. For ; provided, however, that the avoidance of doubt, the foregoing Company shall not prevent either Party from making internal announcements have no obligation to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent consult with the most recent news releases, public disclosures Purchaser or public statements made by the Partiesany Purchaser Party prior to making any disclosure related to an Acquisition Proposal or a Change in Recommendation.

Appears in 1 contract

Samples: Definitive Agreement (Ontario Teachers Pension Plan Board)

Public Communications. The Company and Purchaser agree to co-operate in the preparation of presentations, if any, to Company Shareholders regarding the Arrangement. The Parties agree to jointly issue jointly a news press release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each no Party shall: (i) not shall issue any news press release or otherwise make public statements or disclosure with respect to this Agreement or the Arrangement without the prior written consent of the other Party, which Party (such consent shall not to be unreasonably withheld, conditioned or delayed; and (ii) enable the other Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure in accordance with or filing required under applicable Laws andLaws, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making any such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party andand 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 possiblepracticable, to give such notice immediately following the making of any such disclosure or filing. For , and provided further, that, subject to the avoidance terms of doubtthe Agreement, the foregoing Company shall not prevent either have no obligation to cooperate or consult with Purchaser prior to any disclosure by the Company with regard to an Acquisition Proposal or with regard to a Change in Recommendation pursuant to Section 5.2(f). The Party from making any disclosure hereunder shall give reasonable consideration to any comments made by the other Party or its legal counsel. To the extent any Party is referring to Hydrogen Company or any of its affiliates in any such disclosure, such Party shall give reasonable consideration to any comments made by Hydrogen Company or its legal counsel. Notwithstanding the foregoing, the Company may make internal announcements to employees and having have discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news press releases, public disclosures or public statements made by the PartiesCompany or Purchaser, Parent and/or Hydrogen Company (unless the Board of Directors or relevant committee thereof has made a Change in Recommendation, in accordance with the terms of this Agreement). The Parties consent to this Agreement being filed on SEDAR and XXXXX as soon as practicable after the public announcement of the transactions contemplated hereby.

Appears in 1 contract

Samples: Arrangement Agreement (Hydrogenics Corp)

Public Communications. The Parties shall agree to issue jointly a news release with respect to on the text of joint press releases by which they will announce (a) the execution of this Agreement as soon as practicable after its due execution. ThereafterAgreement, and (b) on the Effective Date, the Buyer and completion of the Company agree to Arrangement. The Parties shall co-operate and participate in presentations the preparation of presentations, if any, to investors Shareholders or other Persons regarding the Arrangement prior to the making of such presentations and to promptly adviseArrangement. Except as required by applicable Law, consult and co- operate with each neither Party nor any Related Party shall issue any press release or make any other in issuing any news releases public statement or otherwise making public statements disclosure with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (i) not issue any news release or otherwise make public statements with respect to transactions contemplated by this Agreement or the Arrangement without the prior consent of the other Party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed); and (ii) enable the other Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; providedprovided that, however, that the foregoing shall be subject to each Party’s overriding obligation Article 5, any Party that, in the opinion of outside counsel, is required to make disclosure by applicable Law (other than disclosures to Governmental Entities in accordance connection with applicable Laws andthe Regulatory Approvals and Key Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) or to ensure compliance with fiduciary duties of its board of directors, shall, if such disclosure is required and the other Party has not reviewed or commented on the disclosurepermitted by applicable Law, the Party making such disclosure shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to the review or comment on such disclosure (other Party and, than with respect to confidential information contained in such disclosure) and if such prior notice is not possiblepermitted by applicable Law, to shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or filingits counsel. For the avoidance of doubt, none of the foregoing shall not prevent either the Company, the Purchaser or a Purchaser Related Party from making (a) internal announcements to employees and having discussions with shareholders and shareholders, financial analysts and other stakeholders stakeholders, or (b) public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement, in each case so long as such statements announcements and announcements discussions are consistent in all material respects with the most recent news press releases, public disclosures or public statements made by such Person. The Purchaser shall also cause Onex to comply with the Partiesprovisions of this Section 4.7 with regards to restrictions on public disclosure. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDAR.

Appears in 1 contract

Samples: Agreement

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