Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither the Company, on the one hand, nor Parent and Merger Sub, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson)
Public Statements and Disclosure. The parties agree that the initial press release releases concerning this Agreement will be reasonably acceptable to be issued Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the Transactions shall be in the form heretofore agreed portion of any communication relating to by the parties. Thereafter, neither the Companya Company Board Recommendation Change), on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the Transactions without the prior written consent of will consult with the other parties Parties before (which consent shall not be unreasonably withhelda) participating in any media interviews; (b) engaging in any meetings or calls with analysts, conditioned institutional investors or delayed), except as such release other similar Persons; or announcement is required by applicable Law (c) providing any statements that are public or the rules or regulations of NASDAQ or NYSE, as applicableare reasonably likely to become public, in which each case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties extent relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoingforegoing or anything to the contrary in the Confidentiality Agreement, (ai) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the extent the content of any press release or other announcement has been approved Company and made its Subsidiaries so long as such communications are consistent in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying all material respects with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in compliance all material respects with this Section 7.4the previous press releases, and provided, that such public disclosures or public statements do not reveal material nonpublic information regarding this Agreement made jointly by the Parties (or individually if approved by the Transactionsother Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Open Text Corp)
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued with respect to promptly following the Transactions shall be in the form heretofore agreed to by the partiesexecution and delivery of this Agreement. Thereafter, neither unless the CompanyCompany Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one hand, nor and Parent and Merger SubSub and their respective Representatives, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or permit its Affiliates or Representatives to issue) any public press release or make any public announcement concerning this Agreement or the Transactions statement without the prior written consent of the other parties (party, which consent shall not be unreasonably withheld, conditioned or delayed); provided, except as that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the rules or regulations securities of NASDAQ or NYSEthe Company are listed, as applicable, in which case the party required to make the release release, announcement or announcement statement shall use its reasonable best efforts to consult with the other Party about, and allow the other party or parties hereto a Party reasonable opportunity time (taking into account the circumstances) to comment on on, such release release, announcement or announcement statement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreementissuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (ai) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the extent the content of any press release Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employeesCompany Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the extent that such statements are not inconsistent Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise Parties in compliance with this Section 7.4, 6.13 and provided, that such public statements which do not reveal add additional material nonpublic information regarding this Agreement not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the TransactionsCompany and do not add additional material information not included in such previous communication.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Us Xpress Enterprises Inc), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.), Agreement and Plan of Merger (Fuller Max L)
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued with respect to promptly following the Transactions shall be in the form heretofore agreed to by the partiesexecution and delivery of this Agreement. Thereafter, neither the CompanyCompany and its Representatives (unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, nor and Parent and Merger SubSub and their respective Representatives, on the other hand, shall issue will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or permit its Affiliates calls with analysts, institutional investors or Representatives other similar Persons; or (c) providing any statements that are public or are reasonably likely to issue) any public release or make any public announcement concerning become public, in each case to the extent relating to this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementMerger. Notwithstanding the foregoing, (aA) the Company will not be obligated to the extent the content of any press release or other announcement has been approved and made engage in accordance such consultation with this Section 7.4, no separate approval shall be respect to communications that are (i) required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and by applicable Law; (bii) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to in writing by Parent and the Company (in which case such communications may be made consistent with such plan); or (iii) principally related to a Superior Proposal or Company Board Recommendation Change; (B) Parent will not be obligated to engage in such consultation with respect to communications that 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 casecase who are subject to customary confidentiality restrictions; and (C) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are reasonably related to any dispute or Legal Proceeding among the Parties or their respective Affiliates, or with parties to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement Equity Commitment Letter or the TransactionsDebt Financing Sources, related to this Agreement, the Transaction Documents, the Equity Financing or the Debt Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sumo Logic, Inc.), Agreement and Plan of Merger (ForgeRock, Inc.)
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued with respect to promptly following the Transactions shall be in the form heretofore agreed to by the partiesexecution and delivery of this Agreement. Thereafter, neither the CompanyCompany and its Representatives (unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, nor and Parent and Merger SubSub and their respective Representatives, on the other hand, shall issue will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or permit its Affiliates calls with analysts, institutional investors or Representatives other similar Persons; or (c) providing any statements that are public or are reasonably likely to issue) any public release or make any public announcement concerning become public, in each case to the extent relating to this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementMerger. Notwithstanding the foregoing, (aA) the Company will not be obligated to the extent the content of any press release or other announcement has been approved and made engage in accordance such consultation with this Section 7.4, no separate approval shall be respect to communications that are (i) required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and by applicable Law; (bii) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to in writing by Parent and the Company (in which case such communications may be made consistent with such plan); (iii) related to a Superior Proposal or Company Board Recommendation Change; or (iv) made by the Company from and after a Company Board Recommendation Change (B) Parent will not be obligated to engage in such consultation with respect to communications that 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 casecase who are subject to customary confidentiality restrictions; and (C) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are reasonably related to any dispute or Legal Proceeding among the Parties or their respective Affiliates, or with parties to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement Equity Commitment Letter or the TransactionsDebt Financing Sources, related to this Agreement, the Transaction Documents, the Equity Financing or the Debt Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither None of the Company, on the one hand, nor or Parent and Merger Sub, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement or public disclosure concerning this Agreement or the Transactions transactions contemplated by this Agreement without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except (x) as such release or announcement is may be required by applicable Law or the rules or regulations of NASDAQ any applicable Israeli, United Kingdom or NYSEUnited States securities exchange or regulatory or Governmental Authority to which the relevant party, as applicableor an Affiliate thereof, is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its commercial reasonable best efforts to allow the other party or parties hereto a reasonable opportunity time to comment on such release or announcement in advance of such issuance (it being understood that that, to the extent so required by such applicable Law, rules, regulations, exchange or authority, the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth ) and (y) each party may disseminate information substantially consistent with information included in this Section 7.4 shall not apply to any a press release or announcement made or proposed to be made other document previously approved for external distribution by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreementparties. Notwithstanding the foregoing, (a) nothing in this Section 7.6 shall limit the Company’s or the Company Board’s rights to make public statements about its actions under Section 5.2, Section 5.3 or Section 9.1 without prior consultation, or limit or Parent or Merger Sub’s rights to make public statements related thereto, (b) the extent Company will no longer be required to consult with Parent, and Parent and Merger Sub will no longer be required to consult with the content of Company, in connection with any such press release or other announcement public statement if the Company Board has been approved made any Company Board Recommendation Change and made in accordance with (c) the requirements of this Section 7.47.6 shall not apply to any disclosure by the Company or Parent or Merger Sub of any information concerning this Agreement or the transactions contemplated hereby in connection with any dispute between the parties regarding this Agreement, no separate approval shall be required the Merger or the other transactions contemplated by this Agreement; provided, that in respect the case of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and of clauses (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each casea)-(c), to the extent that such statements are not inconsistent with previous press releasesprohibited by applicable Law, public disclosures or public statements made jointly by the parties or approved by disclosing party gives the partiesother party reasonable advance notice of (including the contents of) its intended disclosure. For the avoidance of doubt, and otherwise nothing in compliance with this Section 7.47.6 shall affect any other obligation or limit any right of the Company or Parent under this Agreement, including under Section 5.2 and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the TransactionsSection 5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enzymotec Ltd.), Agreement and Plan of Merger (Frutarom LTD)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (or permit its Affiliates or Representatives other than with respect to issue) the portion of any public release or make any public announcement concerning this Agreement or communication relating to a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release case to the extent relating to the Merger or announcementthe Transactions, as well as except that (x) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); or (iii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and otherwise 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 compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionseach case who are subject to customary confidentiality restrictions.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (or permit its Affiliates or Representatives other than with respect to issue) the portion of any public release or make any public announcement concerning this Agreement or communication relating to a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release case to the extent relating to the Offer, Merger or announcementthe Transactions, as well as except that (x) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); or (iii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and otherwise 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 compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionseach case who are subject to customary confidentiality restrictions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castlight Health, Inc.)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor Parent and Merger Subthe Buyer Parties, on the other hand, shall issue (or permit its Affiliates or Representatives will each be reasonably acceptable to issue) any public release or make any public announcement concerning this Agreement or the Transactions without the prior written consent of the other parties Party. Thereafter, the Company (which consent shall not be unreasonably withheld, conditioned or delayedother than with respect to the portion of any communication relating to a Recommendation Change), except as such release or announcement is required by applicable Law or on the rules or regulations of NASDAQ or NYSEone hand, as applicableand the Buyer Parties, in which case on the party required to make the release or announcement shall other hand, will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release case to the extent relating to the Merger or announcementthe transactions contemplated by this Agreement, as well as except that (I) the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); (iii) solely to the extent related to a Superior Proposal, Intervening Event or Recommendation Change; or (iv) with respect to any actual Legal Proceeding between the Company or its Affiliates, on the one hand, and otherwise in compliance with this Section 7.4the Buyer Parties and their Affiliates, on the other hand, and provided(II) Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to any existing or prospective general or limited partners, that equity holders, members and investors of Parent or its Affiliates, so long as such public statements communications are consistent with prior communications previously agreed to by Parent and the Company and do not reveal add additional material nonpublic information regarding this Agreement or the Transactionsnot included in such previous communication.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued with respect to promptly following the Transactions shall be in the form heretofore agreed to by the partiesexecution and delivery of this Agreement. Thereafter, neither the CompanyCompany (unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or permit its Affiliates calls with analysts, institutional investors or Representatives other similar Persons; or (c) providing any statements that are public or are reasonably likely to issue) any public release or make any public announcement concerning become public, in each case to the extent relating to this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementMerger. Notwithstanding the foregoing, (aA) the Company will not be obligated to the extent the content of any press release or other announcement has been approved and made engage in accordance such consultation with this Section 7.4, no separate approval shall be respect to communications that are (i) required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and by applicable Law; (bii) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to the extent that customers, partners or vendors so long as such statements communications are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); (iii) principally related to a Superior Proposal or Company Board Recommendation Change or (iv) reasonably related to any actual or threatened Legal Proceeding concerning this Agreement; and (B) Parent will not be obligated to engage in such consultation with respect to communications that 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 otherwise deal descriptions on such Person’s website in compliance with the ordinary course of business or are reasonably related to any actual or threatened Legal Proceeding concerning this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the TransactionsAgreement.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (or permit its Affiliates or Representatives other than with respect to issue) the portion of any public release or make any public announcement concerning this Agreement or communication relating to a Company Board Recommendation Change in compliance with Section 5.3), on the Transactions without one hand, and Parent and Merger Sub, on the other hand, will obtain the prior written consent of the other parties Parties before (which consent shall a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in any such case to the extent relating to the Merger or the other transactions contemplated by this Agreement, except that (x) Parent and the Company will not be unreasonably withheld, conditioned or delayed), except as obligated to obtain such release or announcement is consent with respect to communications that are (i) required by applicable Law Law, regulation or the rules stock exchange rule or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment on such release or announcement in advance of such issuance listing agreement; (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the parties, and otherwise other Party); or (iii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change in compliance with this Section 7.45.3 and (y) Parent will not be obligated to obtain such consent with respect to communications that are disclosures or communications by Xxxxxx, Merger Sub and providedtheir Affiliates to existing or prospective general or limited partners, that equity holders, members, managers and investors of such public statements do not reveal material nonpublic information regarding this Agreement Person or the Transactionsany Affiliates of such Person, in each case who are subject to customary confidentiality restrictions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessco Technologies Inc)
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued with respect to promptly following the Transactions shall be in the form heretofore agreed to by the partiesexecution and delivery of this Agreement. Thereafter, neither the CompanyCompany and its Representatives (unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, nor and Parent and Merger SubSub and their respective Representatives, on the other hand, shall issue will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or permit its Affiliates calls with analysts, institutional investors or Representatives other similar Persons; or (c) providing any statements that are public or are reasonably likely to issue) any public release or make any public announcement concerning become public, in each case to the extent relating to this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementMerger. Notwithstanding the foregoing, (aA) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are required by applicable Law; (B) the extent the content of any press release or other announcement has been approved and made Company will not be obligated to engage in accordance such consultation with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and communications that are (bi) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to by Parent and the Company (in which case such communications may be made consistent with such plan) or (ii) principally related to a Superior Proposal or Company Board Recommendation Change, (C) Parent will not be obligated to engage in such consultation with respect to communications that 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 casecase who are subject to customary confidentiality restrictions no less restrictive than the Confidentiality Agreement; and (D) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are reasonably related to any dispute or Legal Proceeding between the Company or its Affiliates, on the one hand, and Parent, its Affiliates or the parties to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement Equity Commitment Letter or the TransactionsDebt Financing Sources, on the other hand, related to this Agreement, the Transaction Documents, the Equity Financing or the Debt Financing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Momentive Global Inc.)
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, until the Closing, the Company (other than with respect to the Transactions shall portion of any communication relating to a Company Board Recommendation Change) and Parent will consult with each other, provide each other with a reasonable opportunity for review, and obtain each other’s prior written consent (such consent not to be unreasonably conditioned, withheld or delayed) before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in any such case to the form heretofore agreed extent relating to the Merger or the transactions contemplated by this Agreement, except (i) as may be required or rendered impracticable by applicable Law, (ii) solely to the parties. Thereafter, neither extent related to a Superior Proposal or Company Board Recommendation Change made in accordance with this Agreement; or (iii) with respect to any Legal Proceeding between the CompanyCompany or its Affiliates, on the one hand, nor Parent and Merger Subthe Buyer Parties and their Affiliates, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, each of the Company and Parent (aand Representatives thereof) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, may make any public statement regarding the Transactions statements, disclosures or communications in response to questions inquiries from the press, analysts, investors investors, customers or those attending suppliers or via industry conferencesconferences or analyst or investor conference calls, so long as such statements, disclosures or communications are consistent in all material respects with previous public statements, disclosures or communications jointly made by the Company and make internal announcements to employees, in each case, Parent or to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or they have been reviewed and previously approved by both the parties, Company and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the TransactionsParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Embark Technology, Inc.)
Public Statements and Disclosure. The parties agree initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent. Thereafter, the Company (unless the Company Board has made a Company Board Recommendation Change) and Parent will use their respective reasonable best efforts to consult with the other Party before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in any such case to the extent relating to the Merger, except that the Company and Parent will not be obligated to use their respective reasonable best efforts to consult with the other Party with respect to communications that are (x) required by applicable Law, regulation or stock exchange rule or listing agreement, (y) consistent with the initial press release or other mutually agreed communications (including the Proxy Statement and other public filings made with the SEC in connection with the Agreement or the Merger) or (z) internal communications to employees of the Company or its Subsidiaries or Parent or its Subsidiaries, as applicable, that, in the good faith assessment of the Company or Parent, as applicable, would not need to be issued with respect publicly filed pursuant to the Transactions shall be in the form heretofore agreed to applicable Law. Except as required by the parties. Thereafterapplicable Law, neither the Companyregulation, on the one handstock exchange rule or listing agreement, nor Parent and Merger Sub, on the other hand, shall Company will not issue (or permit its Affiliates or Representatives to issue) any public subsequent press release or make any public announcement concerning this Agreement or the Transactions Merger without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the TransactionsParty’s consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Activision Blizzard, Inc.)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to the Transactions execution and delivery of this Agreement and the Merger shall be in a joint press release reasonably acceptable to the form heretofore agreed to by the partiesCompany and Parent. Thereafter, neither (x) each of the Company, on the one hand, nor Parent and Merger SubSub agrees that no public filing, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the Transactions transactions contemplated hereby shall be issued by any Party without the prior written consent of the other parties Company and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except as that no consent shall be required for any such filing, release or announcement is required by applicable Law Law, regulation or stock exchange rule or listing agreement; provided that the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement applicable Party shall use its reasonable best efforts to allow provide the other party or parties hereto Parties with a reasonable opportunity right to comment on review such filing, release or announcement in advance of such issuance (it being understood that to the final form extent permissible), and content of any such release or announcement, as well as (y) the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party Company (other than with respect to the matters addressed in Sections 6.2 portion of any communication relating to an Acquisition Proposal or 6.3; providedCompany Board Recommendation Change), furtheron the one hand, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to and Parent and Merger Sub, on the other party in hand, will use their respective reasonable best efforts to consult with the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in any such case to the extent relating to the content Merger, except that none of any press release the Parties will be obligated to engage in such consultation with respect to communications that are (i) required by applicable Law, regulation or other announcement has been approved and stock exchange rule or listing agreement; (ii) principally directed to employees, suppliers, customers, partners or vendors or (iii) not inconsistent with public statements previously made in accordance with this Section 7.46.13; provided that, no separate approval the foregoing shall be required in respect not restrict disclosures or communications by Canyon Holdings, Parent, Merger Sub and their Affiliates to existing or prospective general or limited partners, equity holders, members, managers and investors of such content to the extent replicated in whole Person or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employeesAffiliates of such Person, in each case, case who are subject to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the partiescustomary confidentiality restrictions, and otherwise deal descriptions on such Person’s website in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionsordinary course of business.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to the Transactions execution and delivery of this Agreement and the Merger shall be in a joint press release reasonably acceptable to the form heretofore agreed Special Committee and Parent. Without limitation to by the parties. ThereafterSection 6.3(d), neither thereafter, (x) each of the Company, on the one hand, nor Parent and Merger SubSub agrees that no public filing, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement the transactions contemplated hereby or statement directed to the Transactions employees of the Company and its Subsidiaries concerning the transactions contemplated hereby shall be issued by any Party without the prior written consent of the other parties Company (which consent shall have been approved by the Special Committee) and Parent (which consent, in the case of each of the Company and Parent, shall not be unreasonably withheld, conditioned or delayed), except as that no consent shall be required for any such release filing, release, announcement or announcement is statement required by applicable Law Law, regulation or stock exchange rule or listing agreement; provided that the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement applicable Party shall use its reasonable best efforts to allow provide the other party or parties hereto Parties with a reasonable opportunity right to comment on review such filing, release or announcement in advance of such issuance (it being understood that to the final form extent permissible), and content of any such release or announcement, as well as (y) the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party Company (other than with respect to the matters addressed in Sections 6.2 portion of any communication relating to an Acquisition Proposal or 6.3; providedAdverse Recommendation Change), furtheron the one hand, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to and Parent and Merger Sub, on the other party in hand, will use their respective reasonable best efforts to consult with the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in any such case to the extent relating to the content Merger, except that none of any press release the Parties will be obligated to engage in such consultation with respect to communications that are (i) required by applicable Law, regulation or other announcement has been approved and stock exchange rule or listing agreement; (ii) principally directed to suppliers, customers, partners or vendors or (iii) not inconsistent with public statements previously made in accordance with this Section 7.46.13; provided that, no separate approval nothing in this Agreement shall be required in respect restrict disclosures or communications by Bxxx, Parent, Merger Sub, Guarantors and their respective Affiliates to existing or prospective general or limited partners, equity holders, members, managers and investors of such content to the extent replicated in whole Person or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employeesAffiliates of such Person, in each case, case who are subject to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the partiescustomary confidentiality restrictions, and otherwise deal descriptions on such Person’s website in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionsordinary course of business.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement, the Transactions shall be in Offer and the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (or permit its Affiliates or Representatives other than with respect to issue) the portion of any public release or make any public announcement concerning this Agreement or communication relating to a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcementcase to the extent relating to the Offer and the Merger, as well as except that (x) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); or (iii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change and (y) Parent will not be obligated to engage in such consultation with respect to communications that 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 otherwise deal descriptions on such Person’s website in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionsordinary course of business.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor Parent and Merger Subthe Buyer Parties, on the other hand, shall issue (or permit its Affiliates or Representatives will each be reasonably acceptable to issue) any public release or make any public announcement concerning this Agreement or the Transactions without the prior written consent of the other parties Party. Thereafter, the Company (which consent shall not be unreasonably withheld, conditioned or delayedother than with respect to the portion of any communication relating to a Recommendation Change), except as such release or announcement is required by applicable Law or on the rules or regulations of NASDAQ or NYSEone hand, as applicableand the Buyer Parties, in which case on the party required to make the release or announcement shall other hand, will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release case to the extent relating to the Merger or announcementthe transactions contemplated by this Agreement, as well as except that (I) the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); (iii) solely to the extent related to a Superior Proposal, Intervening Event or Recommendation Change; or (iv) with respect to any actual Legal Proceeding between the Company or its Affiliates, on the one hand, and otherwise in compliance with this Section 7.4the Buyer Parties and their Affiliates, on the other hand, and provided(II) Parent will not be obligated to engage in such consultation with respect to communications that are (i) required by applicable law, that regulation or stock exchange rule or listing agreement; (ii) principally directed to any existing or prospective general or limited partners, equity holders, members and investors of Parent or its Affiliates, so long as such public statements communications are consistent with prior communications previously agreed to by Parent and the Company and do not reveal add additional material nonpublic information regarding this Agreement not included in such previous communication; or (iii) with respect to any actual Legal Proceeding between the TransactionsCompany or its Affiliates, on the one hand, and the Buyer Parties and their Affiliates, on the other hand.
Appears in 1 contract
Samples: Agreement and Plan of Merger (HireRight Holdings Corp)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (other than with respect to the portion of any communication relating to a Superior Proposal (or permit its Affiliates an Acquisition Proposal that could constitute or Representatives could reasonably be expected to issuelead to a Superior Proposal) any public release or make any public announcement concerning this Agreement or a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before: (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcementcase to the extent relating to the Merger, as well as except that (i) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (A) required by this Section 7.4 to provide such opportunity to comment to applicable Law, regulation, OTCQX Disclosure Guidelines or the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, OTC Rules; (aB) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); (C) solely to the extent related to a Superior Proposal (or an Acquisition Proposal that could constitute or could reasonably be expected to lead to a Superior Proposal) or Company Board Recommendation Change; or (D) descriptions of the Transactions that are consistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), and otherwise (ii) Parent will not be obligated to engage in compliance such consultation with this Section 7.4respect to communications that are disclosures or communications by Parent, Merger Sub and providedtheir Affiliates to existing or prospective general or limited partners, that equity holders, members, managers and investors of such public statements do not reveal material nonpublic information regarding this Agreement Person or the Transactionsany Affiliates of such Person, in each case who are subject to customary confidentiality restrictions.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (or permit its Affiliates or Representatives other than with respect to issue) the portion of any public release or make any public announcement concerning this Agreement or communication relating to a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release case to the extent relating to the Merger or announcementthe Transactions, as well as except that (x) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); or (iii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub, and otherwise their Affiliates to existing or prospective general or limited partners, direct or indirect equity holders, members, managers, investors of such Person or any Affiliates of such Person, in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionseach case who are subject to customary confidentiality restrictions.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Transactions will be reasonably acceptable to be issued the Company and Parent (the “Announcement”). Thereafter, the Company (other than with respect to the Transactions shall be in the form heretofore agreed portion of any communication relating to by the parties. Thereafter, neither the Companya Company Board Recommendation Change), on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the Transactions without will obtain the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall and use its their respective reasonable best efforts to allow consult with) the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcementcase to the extent relating to the Transactions, as well as except that (x) the timing of any such release or announcementCompany and, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party solely with respect to the matters addressed in Sections 6.2 or 6.3; providedclause (i), furtherParent and Merger Sub, that the parties shall will not be obligated to obtain such consent with respect to communications that are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable Law, stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with (and do not contain material new information not included in) the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the parties, other Party); or (iii) principally related to a Superior Proposal or Company Board Recommendation Change and otherwise made in compliance with Section 5.3 and (y) Parent shall not be obligated to engage in such consultation with respect to ordinary course communications to its Affiliates and its and their existing or prospective investors and limited partners (in each case, who are subject to customary obligations of confidentiality). Notwithstanding the foregoing, this Section 7.4, 6.14 shall not apply to any press release or other public statement made by the Company or Parent that is consistent with the Announcement and provided, that such public statements do not reveal material nonpublic information regarding the terms of this Agreement and does not contain any information relating to the Company or Parent that has not been previously announced or made public in accordance with the Transactionsterms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (or permit its Affiliates or Representatives other than with respect to issue) the portion of any public release or make any public announcement concerning this Agreement or communication relating to a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcementcase to the extent relating to the Merger, as well as except that (x) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); or (iii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change and (y) Parent will not be obligated to engage in such consultation with respect to communications that 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 otherwise deal descriptions on such Person’s website in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionsordinary course of business.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to the Transactions execution and delivery of this Agreement and the Merger shall be in a joint press release reasonably acceptable to the form heretofore agreed to by the partiesCompany and Parent. Thereafter, neither (i) each of the Company, Parent and Merger Sub agrees that no public filing, release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the Company and Parent (which consent shall not be unreasonably withheld or delayed), except that no consent shall be required for any such filing, release or announcement required by applicable Law, regulation or stock exchange rule or listing agreement if the applicable party has provided a right to review such filing, release or announcement in advance (to the extent permissible), and (ii) the Company (other than with respect to the portion of any communication relating to an Acquisition Proposal or Company Board Recommendation Change), on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue (or permit its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; (c) providing any statements that are public or are reasonably likely to become public, in any such case to the extent relating to the content Merger, and, in the case of each of the foregoing clauses (a) through (c), in which any press release statements or other announcement has been communications therein will not be inconsistent with public statements previously approved and made in accordance with this Section 7.46.13, no separate approval shall except that none of the Parties will be obligated to engage in such consultation with respect to communications that are (i) required in respect of such content to the extent replicated in whole by applicable Law, regulation or in part in any subsequent press release stock exchange rule or other announcement, and listing agreement; (bii) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to the extent that such statements are customers, partners or vendors and not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or previously approved by the parties, and otherwise in compliance accordance with this Section 7.46.13; or (iii) 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 provided, that deal descriptions on such public statements do not reveal material nonpublic information regarding this Agreement or Person’s website in the Transactionsordinary course of business.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (or permit its Affiliates or Representatives other than with respect to issue) the portion of any public release or make any public announcement concerning this Agreement or communication relating to a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcementcase to the extent relating to the Merger, as well as except that (x) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); or (iii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and otherwise 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 compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionseach case who are subject to customary confidentiality restrictions.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (or permit its Affiliates or Representatives other than with respect to issue) the portion of any public release or make any public announcement concerning this Agreement or communication relating to a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its their respective reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcementcase to the extent relating to the Transactions, as well as except that (x) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (i) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable Law, regulation or stock exchange rule or listing agreement; (aii) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); or (iii) solely to the extent related to a Superior Proposal or Company Board Recommendation Change and (y) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and otherwise 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 compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionseach case who are subject to customary confidentiality restrictions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tufin Software Technologies Ltd.)
Public Statements and Disclosure. The parties agree that the initial press release to concerning this Agreement and the Transactions will be issued with respect a joint press release reasonably acceptable to the Transactions shall be in the form heretofore agreed to by the partiesCompany and Parent. Thereafter, neither the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue (or permit its Affiliates or Representatives use their respective reasonable best efforts to issue) any public release or make any public announcement concerning this Agreement or consult with the Transactions without other Parties and obtain the prior written consent of the other parties Parties (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned) before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; (c) providing or making any statements that are public or are reasonably likely to become public; or (d) making any filings with any third Person or Governmental Authority (including any national securities exchange or interdealer quotation service), in any such case to the extent relating to this Agreement or the Transactions, except as such release or announcement is that the Company will not be obligated to (i) obtain consent with respect to communications that are required by applicable Law or the rules stock exchange rule or regulations of NASDAQ or NYSE, as applicable, in listing agreement (which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at made only after prior consultation, to the final discretion of extent practicable under the disclosing party)circumstances) or (ii) obtain consent or engage in consultation with respect to communications that are (A) principally directed to employees, suppliers, customers, partners or vendors; providedor (B) not inconsistent with public statements previously made in accordance with this Section 6.13. Notwithstanding anything herein to the contrary, however, that the restrictions set forth in this Section 7.4 shall 6.13 will not apply to (x) any release or announcement made public statement made, or proposed to be made made, by any party the Company contemplated by, or with respect to the matters addressed any action taken pursuant to and in Sections 6.2 compliance with Section 5.3 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of connection with any dispute between the parties relating Parties regarding this Agreement or the Transactions or (y) ordinary course communications by Parent, Merger Sub and their respective Affiliates regarding this Agreement and the transactions contemplated hereby to this Agreement. Notwithstanding the foregoingexisting or prospective general and limited partners, (a) to the extent the content of equity holders, members, managers and investors or any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect Affiliates of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employeesPerson, in each case, who are subject to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactionscustomary confidentiality restrictions.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued with respect to promptly following the Transactions shall be in the form heretofore agreed to by the partiesexecution and delivery of this Agreement. Thereafter, neither the Company, on the one hand, nor and Parent and Merger Acquisition Sub, on the other handhand (in each case, shall issue unless the Company Board (or permit its Affiliates a committee thereof) has made a Company Board Recommendation Change) will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or Representatives calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to issue) any public release or make any public announcement concerning become public, in each case to the extent relating to this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementMerger. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (ai) required by applicable Law; (ii) principally directed to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4employees, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcementsuppliers, and (b) each party maycustomers, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the presspartners, analysts, investors financial media, investors, shareholders or those attending industry conferencesvendors so long as such communications are consistent with, and make internal announcements to employeesdo not include additional information than was not disclosed in, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the parties, and otherwise in compliance other Party); (iii) principally related to a Superior Proposal or Company Board Recommendation Change; or (iv) with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding respect to any Legal Proceedings among the Parties or their respective Affiliates related to this Agreement or the TransactionsTransaction Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to the Transactions execution of this Agreement shall be a joint press release in the form heretofore previously agreed to by the parties. ThereafterParties, neither and following such initial press release, the CompanyCompany and Parent shall consult with each other before issuing, on and give each other the one hand, nor Parent reasonable opportunity to review and Merger Sub, on comment upon (and consider in good faith any comments made by the other handParties in relation to), any press release or other public statements with respect to the Transactions, and shall not issue (or permit its Affiliates or Representatives to issue) any public such press release or make any such public announcement concerning this Agreement or the Transactions statement prior to such consultation and without the prior written consent of (a) the other parties Company in the case of any such press release or public statement by Parent or Merger Sub (which consent shall not be unreasonably withheld, conditioned withheld or delayed) or (b) Parent in the case of any such press release or public statement by the Company (which consent shall not be unreasonably withheld or delayed), except as that no such consent shall be required for any such press release or announcement is public statement required by applicable Law Law, court process or the rules by obligations pursuant to any listing agreement with any national securities exchange or regulations of NASDAQ or NYSE, national securities quotation system (and then only after as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment on such release or announcement in much advance of such issuance (it being understood notice and consultation as is feasible); provided that the final form and content of any Parties shall not be obligated to engage in such release consultation with respect to communications (including communications directed to employees, suppliers, customers, stockholders or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party)vendors) that are consistent with public statements previously made in accordance with this Section 6.9; provided, howeverfurther, that that, the restrictions set forth in this Section 7.4 6.9 shall not apply to any release or announcement public statement (i) made or proposed to be made by any party the Company with respect to the matters addressed an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto (in Sections 6.2 or 6.3; providedeach case, furtherin compliance with Section 5.3(f)), that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party (ii) in the event of connection with any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information Parties regarding this Agreement or the Transactions or (iii) with respect to the termination of this Agreement and the effects or consequences thereof if this Agreement has been terminated in accordance with Section 8.1. Prior to making any written communications to a material number of employees or independent contractors of the Company or any of its Subsidiaries pertaining to compensation or benefit matters in connection with the Transactions, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable opportunity to review and comment on the communication, and the Company shall consider in good faith any comments from Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Darden Restaurants Inc)
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued with respect to promptly following the Transactions shall be in the form heretofore agreed to by the partiesexecution and delivery of this Agreement. Thereafter, neither the CompanyCompany and its Representatives (unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change), on the one hand, nor and Parent and Merger SubSub and their respective Representatives, on the other hand, shall issue will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or permit its Affiliates calls with analysts, institutional investors or Representatives other similar Persons; or (c) providing any statements that are public or are reasonably likely to issue) any public release or make any public announcement concerning become public, in each case to the extent relating to this Agreement or the Transactions without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this AgreementMerger. Notwithstanding the foregoing, (ai) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are required by applicable Law; (ii) the extent Company will not be obligated to engage in such consultation with respect to communications that are (A) principally directed to employees, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the content of Company or any press release communications plan previously agreed to by Parent and the Company (in which case such communications may be made consistent with such plan); or other announcement has been approved (B) principally related to a Superior Proposal or Company Board Recommendation Change; (iii) Parent will not be obligated to engage in such consultation with respect to communications that are disclosures or communications by Parent, Merger Sub and made in accordance with this Section 7.4their Affiliates to existing or prospective general or limited partners, no separate approval shall be required in respect equity holders, members, managers and investors of such content to the extent replicated in whole Person or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employeesAffiliates of such Person, in each case, who are subject to customary confidentiality restrictions no less restrictive than the applicable Confidentiality Agreement; and (iv) neither the Company nor Parent or Merger Sub will be obligated to engage in such consultation with respect to communications that are reasonably related to any dispute or Legal Proceeding between the Company or its Affiliates, on the one hand, and Parent, its Affiliates or the parties to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement Equity Commitment Letters or the TransactionsGuarantees on the other hand, related to this Agreement, the Transaction Documents, the Equity Financing or the Debt Financing.
Appears in 1 contract
Public Statements and Disclosure. The parties agree that the initial press release releases concerning this Agreement will be reasonably acceptable to be issued Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the Transactions shall be in the form heretofore agreed portion of any communication relating to by the parties. Thereafter, neither the Companya Company Board Recommendation Change), on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or permit its Affiliates calls with analysts, institutional investors or Representatives other similar Persons; (c) providing any statements that are public or are reasonably likely to issue) any public release or make any public announcement concerning become public, in each case to the extent relating to this Agreement or the Transactions without the prior written consent or (d) making, issuing or providing any statement or communication principally directed to employees, suppliers, customers, partners or vendors of the Company and its Subsidiaries (other parties (which consent shall not be unreasonably withheld, conditioned or delayedthan ordinary course communications consistent with past practice), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which each case the party required to make the release or announcement shall use its reasonable best efforts to allow the other party or parties hereto a reasonable opportunity to comment 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, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content relating to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this Section 7.4, and provided, that such public statements do not reveal material nonpublic information regarding this Agreement or the Transactions. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are principally directed at any of its Affiliates and its and their Affiliates, Representatives, limited partners, members, investors or other Persons in the ordinary course of business.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)
Public Statements and Disclosure. The parties agree that the initial press release to be issued with respect to concerning this Agreement and the Transactions shall be in the form heretofore agreed to by the parties. Thereafter, neither Merger of the Company, on the one hand, nor and Parent and Merger Sub, on the other hand, shall issue will be a joint press release reasonably acceptable to Parent and the Company. At all times during the Interim Period, the Company (other than with respect to the portion of any communication relating to a Superior Proposal (or permit its Affiliates an Acquisition Proposal which could constitute or Representatives could reasonably expected to issuelead to a Superior Proposal) any public release or make any public announcement concerning this Agreement or a Company Board Recommendation Change), on the Transactions without the prior written consent of one hand, and Parent and Merger Sub, on the other parties (which consent shall not be unreasonably withheldhand, conditioned or delayed), except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or NYSE, as applicable, in which case the party required to make the release or announcement shall will use its reasonable best efforts to allow consult with the other party Parties before (a) participating in any media interviews; (b) engaging in any meetings or parties hereto a reasonable opportunity calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcementcase to the extent relating to the Merger, as well as except that (i) Parent and the timing of any Company will not be obligated to engage in such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party consultation with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, communications that the parties shall not be are (A) required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoingapplicable Law, regulation or stock exchange rule or listing agreement; (aB) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements principally directed to employees, in each casesuppliers, to customers, partners or vendors or other commercial and business relationships so long as such communications are consistent with the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties Parties (or individually if approved by the partiesother Party); (C) solely to the extent related to a Superior Proposal (or an Acquisition Proposal which could constitute or could reasonably expected to lead to a Superior Proposal) or Company Board Recommendation Change or (D) descriptions of the Transactions which are consistent with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party) and (ii) Parent will not be obligated to engage in such consultation with respect to communications that 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 otherwise deal descriptions on such Person’s website in compliance the ordinary course of business (but with this Section 7.4respect to such deal descriptions, and provided, only to the extent that such descriptions are consistent with the previous press releases, public disclosures or public statements do not reveal material nonpublic information regarding this Agreement made jointly by the Parties (or individually if approved by the Transactionsother Party)).
Appears in 1 contract
