Common use of Public Communications Clause in Contracts

Public Communications. (1) Except as otherwise contemplated herein, a Party shall not issue any press release or make any other public statement or disclosure 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 no Party shall make any filing with any Governmental Entity (other than as contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws) 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); provided that any Party that is required to make disclosure by applicable Law with respect to the Arrangement or this Agreement shall, to the extent legally permissible, use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity for it and its 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 applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Parties shall cooperate in the preparation of presentations, if any, to Securityholders regarding the Arrangement. Notwithstanding anything to the contrary herein, but subject to Article 5, the Corporation shall have no obligation to consult with the Parent prior to making any disclosure related to an Acquisition Proposal or a Change in Recommendation.

Appears in 1 contract

Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.)

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Public Communications. The Parties shall agree on the text of joint press releases by which they will announce (1i) the execution of this Agreement and (ii) the completion of the transactions contemplated herein. Except as otherwise contemplated hereinrequired by Law, a no Party shall not issue any press release or make any other public statement or disclosure 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 no Party shall make any filing with any Governmental Entity (other than as transactions contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws) with respect to this Agreement or the Arrangement herein without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by applicable Law (other than in connection with respect to the Arrangement or this Agreement shall, to the extent legally permissible, Required Regulatory Approvals contemplated by Section 4.4) shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice and a reasonable opportunity for it and its 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 filingdisclosure). The Party making such disclosure required by applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if . If such prior notice is not possible, the Party making such disclosure shall give such notice immediately following the making of such disclosure or filingdisclosure. The Parties acknowledge that the Company will file this Agreement and a material change report and Current Report on Form 8-K relating thereto on SEDAR and the SEC’s XXXXX website. For the avoidance of doubt, none of the foregoing shall cooperate prevent (A) the Company or the Purchasers from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the preparation of presentations, if any, Ordinary Course that do not relate to Securityholders regarding this Agreement or the Arrangement. Notwithstanding anything to the contrary herein, but subject to Article 5, the Corporation shall have no obligation to consult transactions contemplated herein so long as such announcements and discussions are consistent in all material respects with the Parent prior to making any disclosure related to an Acquisition Proposal most recent press releases, public disclosures or a Change public statements made by the Company or (B) the Purchasers or their affiliates from communicating with their respective investors concerning the terms of the transactions contemplated herein or funding arrangements in Recommendationconnection therewith.

Appears in 1 contract

Samples: Arrangement Agreement

Public Communications. (1) Except as otherwise contemplated hereinrequired by Law, a Party shall must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without (including if any dividend above a Permitted Dividend is declared by the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and no Party shall make any filing with any Governmental Entity (other than as contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable LawsCompany) 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); provided that any Party that that, in the opinion of its legal counsel, is required to make disclosure by applicable Law with respect to the Arrangement or this Agreement shall, to the extent legally permissible, shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity for it and its legal counsel to review or and comment on the disclosure or filing (other than with respect to confidential information of the disclosing Party contained in such disclosure or filing)disclosure. The Party making such disclosure required by applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure disclosure. Prior to filing any document relating to the Arrangement publicly, the Parties agree to consult with each other in order to agree on a version of the document to be filed and any necessary redactions to be made. For the avoidance of doubt, none of the foregoing shall prevent the Company or filingthe Parent from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the Ordinary Course that do not relate to this Agreement or the Arrangement so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Party. The Parties shall cooperate acknowledge that the Company will file this Agreement and, a material change report relating thereto on SEDAR, in the preparation of presentationseach case, if any, to Securityholders regarding the Arrangement. Notwithstanding anything to the contrary herein, but subject to Article 5, the Corporation shall have no obligation to consult with review and comment by the Parent prior to making any disclosure related to an Acquisition Proposal or a Change and its Representatives in Recommendationaccordance with this Section 4.10.

Appears in 1 contract

Samples: Arrangement Agreement

Public Communications. The Parties shall agree on the text of joint press releases by which they will announce (1i) the execution of this Agreement and (ii) the completion of the transactions contemplated herein. Except as otherwise contemplated hereinrequired by Law, a no Party shall not issue any press release or make any other public statement or disclosure 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 no Party shall make any filing with any Governmental Entity (other than as transactions contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws) with respect to this Agreement or the Arrangement herein without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by applicable Law (other than in connection with respect to the Arrangement or this Agreement shall, to the extent legally permissible, Required Regulatory Approvals contemplated by Section 4.4) shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice and a reasonable opportunity for it and its 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 filingdisclosure). The Party making such disclosure required by applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if . If such prior notice is not possible, the Party making such disclosure shall give such notice immediately following the making of such disclosure or filingdisclosure. The Parties acknowledge that the Company will file this Agreement and a material change report and Current Report on Form 8-K relating thereto on SEDAR and the SEC’s EXXXX website. For the avoidance of doubt, none of the foregoing shall cooperate prevent (A) the Company or the Purchasers from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the preparation of presentations, if any, Ordinary Course that do not relate to Securityholders regarding this Agreement or the Arrangement. Notwithstanding anything to the contrary herein, but subject to Article 5, the Corporation shall have no obligation to consult transactions contemplated herein so long as such announcements and discussions are consistent in all material respects with the Parent prior to making any disclosure related to an Acquisition Proposal most recent press releases, public disclosures or a Change public statements made by the Company or (B) the Purchasers or their affiliates from communicating with their respective investors concerning the terms of the transactions contemplated herein or funding arrangements in Recommendationconnection therewith.

Appears in 1 contract

Samples: Arrangement Agreement (Atlantic Power Corp)

Public Communications. (1) The Parties shall cooperate in the preparation of presentations, if any, to Securityholders regarding the Arrangement. Except as otherwise contemplated herein, a Party shall not issue any press release or make any other public statement or disclosure 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 no Party the Corporation shall not make any filing with any Governmental Entity (other than as contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 4.5 or as required under applicable Laws) with respect to this Agreement or the Arrangement without the consent of the other Party Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by applicable Law with respect to the Arrangement or this Agreement shall, to the extent legally permissible, shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity for it and its 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 applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Parties If such prior notice is not possible, the disclosing Party shall cooperate in give such notice promptly following the preparation making of presentations, if any, to Securityholders regarding the Arrangementsuch disclosure or filing. Notwithstanding anything to the contrary contained herein, but subject to Article 5Section 5.4(4), the Corporation shall have no obligation to consult with the Parent Purchaser prior to making any disclosure related to an Acquisition Proposal or a Change in Recommendation.. 36

Appears in 1 contract

Samples: Arrangement Agreement (Trillium Therapeutics Inc.)

Public Communications. (1) Except as otherwise contemplated hereinrequired by applicable law, including the filing by the Corporation of a material change report and Form 45-106F1 with the Securities Commissions and the early warning report and insider report to be filed by the Investor pursuant to Securities Laws, no Party shall not issue any a press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without Private Placement and neither the consent of Corporation, Aurora nor the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and no Party shall Investor will make any filing with any Governmental Entity (other than as contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws) Authority with respect to this Agreement or the Arrangement Private Placement without the consent of the other Party Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing will be subject to the Corporation's and Aurora's overriding obligation to make any disclosure or filing required under applicable law or requirements of a Governmental Authority; and further provided that any Party that that, in the opinion of its legal counsel, is required by applicable law or Governmental Authority to make any disclosure by applicable Law with respect to the Arrangement or this Agreement shall, to the extent legally permissible, filing shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice and a reasonable opportunity for it and its legal counsel to review or and 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 applicable Law or filing shall give reasonable consideration to any comments made by the other Party Parties or its their respective legal counsel, and and, if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Parties shall cooperate in the preparation of presentations, if any, to Securityholders regarding the Arrangement. Notwithstanding anything to the contrary herein, but subject to Article 5, the Corporation shall have no obligation to consult with the Parent prior to making any disclosure related to an Acquisition Proposal or a Change in Recommendationdisclosure.

Appears in 1 contract

Samples: Investment Agreement (Aurora Cannabis Inc)

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Public Communications. (1) Except as otherwise contemplated herein, a A Party shall must not issue any press news release or make any other public 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 delayed, or delayed), conditioned) and no Party shall the Company must not make any filing with any Governmental Entity (other than as contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws) with respect to this Agreement or the Arrangement without the consent of the other Party Purchaser (which consent shall not be unreasonably withheld, conditioned delayed, or delayedconditioned); provided that any Party that that, in the opinion of its outside legal counsel, is required to make such disclosure or filing by applicable Law (other than in connection with respect to the Arrangement or this Agreement shall, to the extent legally permissible, Regulatory Approvals contemplated by Section 4.4) shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice and a reasonable opportunity for it and its 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)) before it is made. The Party making such disclosure required by applicable Law or filing shall give reasonable consideration to any comments made by the other Party Parties or its legal their counsel, and if such prior notice and review is not possible, shall give such notice immediately to the other Parties promptly following the making of such disclosure or filing. For the avoidance of doubt, none of the foregoing shall prevent the Company or the Company Subsidiaries from making internal announcements to employees and having discussions with securityholders, financial analysts and other stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent public disclosure made by the Company. The Parties shall cooperate in consent to this Agreement being filed on SEDAR and XXXXX as soon as practicable after the preparation public announcement of presentations, if any, to Securityholders regarding the Arrangement. Notwithstanding anything to the contrary herein, but subject to Article 5, the Corporation shall have no obligation to consult with the Parent prior to making any disclosure related to an Acquisition Proposal or a Change in Recommendationtransaction is contemplated hereby.

Appears in 1 contract

Samples: Arrangement Agreement (Merus Labs International Inc.)

Public Communications. (1) Except as otherwise contemplated hereinThe Parties shall cooperate in the preparation of presentations, a if any, to the Imvescor Shareholders regarding the Amalgamation. A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement Amalgamation without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and no Party shall Imvescor must not make any filing with any Governmental Entity (other than subject in each case to Imvescor’s overriding obligations to make any disclosure or filing required by Laws or as contemplated in by Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws4.1) with respect to this Agreement or the Arrangement Amalgamation without the consent of the other Party MTY (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by applicable Law (other than in connection with respect to the Arrangement or this Agreement shall, to the extent legally permissible, Regulatory Approvals contemplated by Section 4.1) shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity for it and its 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 applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Parties For greater certainty, the foregoing shall cooperate in not prevent either Party from making internal announcements to employees and having discussions with Imvescor Shareholders or MTY Shareholders, as the preparation of presentationscase may be, if anyand financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent press releases, to Securityholders regarding public disclosures or public statements made by the ArrangementParty. Notwithstanding anything to the contrary hereinin this Agreement, but subject to Article 5, the Corporation Imvescor shall have no obligation to consult with the Parent MTY prior to making any disclosure related to an any Acquisition Proposal or a Change in RecommendationRecommendation in compliance with the terms hereof.

Appears in 1 contract

Samples: Combination Agreement (MTY Food Group Inc.)

Public Communications. (1) Except as otherwise contemplated hereinThe Parties shall cooperate in the preparation of presentations, a if any, to Shareholders regarding the Arrangement. A Party shall must not issue any press release or make any other public statement or disclosure (unless the form and content of such other public statement or disclosure complies with a communication plan previously agreed upon among the Parties) 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 no Party shall Corporation must not make any filing with any Governmental Entity (other than as in connection with the Regulatory Approvals contemplated in by Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable 4.3 and Securities Laws) with respect to this Agreement or the Arrangement without the consent of the other Party Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by applicable Law (other than in connection with respect to the Arrangement or this Agreement shall, to the extent legally permissible, Regulatory Approvals contemplated by Section 4.3 and Securities Laws) shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity for it and its 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 applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Parties shall cooperate in the preparation of presentations, if any, to Securityholders regarding the Arrangement. Notwithstanding anything to the contrary herein, but subject to Article 5, the Corporation shall have no obligation to consult with the Parent Purchaser prior to making any disclosure related to an Acquisition Proposal or a Change in Recommendation.

Appears in 1 contract

Samples: Arrangement Agreement (Clementia Pharmaceuticals Inc.)

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