Public Statements and Disclosure. None of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (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, 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 (i) to any release or announcement made or proposed to be made by the Company with respect to the matters addressed in Section 6.2 or (ii) to bring or defend a claim in connection with any dispute between the parties regarding this Agreement or the consummation of the transactions contemplated hereby.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Skullcandy, Inc.)
Public Statements and Disclosure. None of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall issue (or shall cause its Affiliates or Representatives representatives to issue) any public release or make any public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other (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, 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 7.5 shall not apply (i) to any release or announcement made or proposed to be made by the Company in compliance with respect to the matters addressed in Section 6.2 or (ii) to bring or defend a claim in connection with any dispute between the parties regarding this Agreement or the consummation of the transactions contemplated hereby7.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Receptos, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
