Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. None of the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, 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 reasonable time 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 8.7 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 6.3 or following a Company Board Recommendation Change.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emc Corp)

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Public Statements and Disclosure. None of the Company, on the one hand, or Parent and Acquisition Merger Sub, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, 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 reasonable time to comment on such release or announcement in advance of such issuance (it being understood that including 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, provided that the restrictions set forth in this Section 8.7 7.5 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 6.3 or following in connection with a Company Board Recommendation ChangeChange made in accordance with Section 5.3(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liu Tianwen)

Public Statements and Disclosure. None of the Company, on the one hand, or Parent and Acquisition SubAcquisition, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, 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 reasonable time 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, provided that the restrictions set forth in this Section 8.7 7.5 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 6.3 5.3 or following a Company Board Recommendation Change.

Appears in 1 contract

Samples: Amended and Restated Agreement and Plan of Merger (China Yida Holding, Co.)

Public Statements and Disclosure. None of Neither the Company, on the one hand, or Parent and Acquisition Sub, on the other hand, Company nor Elevation shall issue any public release or make any public announcement or disclosure 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 delayed or delayedconditioned), except as such release release, announcement or announcement disclosure may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, 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 reasonable time 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 8.7 7.6 shall not apply to any release release, announcement or announcement disclosure made or proposed to be made by the Company pursuant to Section 6.3 or following a Company Board Recommendation Change5.3.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement and Agreement and Plan of Merger (Palm Inc)

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Public Statements and Disclosure. None of Neither the Company, on the one hand, or nor Parent and Acquisition Merger Sub, on the other hand, shall issue any public release or make any public announcement or disclosure concerning this Agreement or the transactions contemplated by this Agreement Merger without the prior written consent of the other party(ies) (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), except as such release release, announcement or announcement disclosure may be required by applicable Law law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, 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 party(ies) hereto reasonable time 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 8.7 5.14 shall not apply to any release release, announcement or announcement disclosure made or proposed to be made by the Company pursuant to Section 6.3 or following a Company Board Recommendation Change5.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Double-Take Software, Inc.)

Public Statements and Disclosure. None of the Company, on the one hand, or Parent and Acquisition SubAcquisition, on the other hand, shall 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 may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or Governmental Authority to which the relevant party is subject or submits, wherever situated, 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 reasonable time 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, provided that the restrictions set forth in this Section 8.7 7.5 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 6.3 5.3 or following a Company Board Recommendation Change.. Execution

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Yida Holding, Co.)

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