Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by the Company and the Purchaser. Following such initial press release, the Company and the Purchaser shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible); provided, however, that the Company or the Purchaser shall not be obligated to engage in such consultation with respect to communications that are (a) principally directed to employees, suppliers, customers, partners or vendors or (b) not materially inconsistent with public statements previously made in accordance with this Section 6.9; provided, further, however, that the restrictions set forth in this Section 6.9 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto or (ii) in connection with any dispute between the parties regarding this Agreement or the Transaction.

Appears in 2 contracts

Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)

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Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release to be in the form reasonably agreed upon to by the Company Parties, and the Purchaser. Following following such initial press release, the Company and the Purchaser Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements or broad communications directed to such Party’s employees, independent contractors and/or non-employee service providers, suppliers, customers, partners, vendors or stockholders with respect to the Transactions and this Agreement and shall not issue any such press release or make any such public statement or broad communication prior to such consultationconsultation and the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible)system; provided, however, that neither Parent nor the Company or the Purchaser shall not be obligated to engage in such consultation with respect to communications that are (a) principally including communications directed to such Party’s employees, independent contractors and/or non-employee service providers, suppliers, customers, partners or partners, vendors or (bstockholders) not materially inconsistent that are consistent with public statements previously made in accordance with this Section 6.96.11; provided, further, however, that the restrictions set forth in this Section 6.9 6.11 shall not apply to any release or public statement (ia) made or proposed to be made by the Company or Parent with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto or (iib) in connection with any dispute between the parties Parties regarding this Agreement or the TransactionTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Poshmark, Inc.)

Public Statements and Disclosure. The initial press release releases with respect to the execution of this Agreement shall be a joint press release to made by each Party, which shall be reasonably agreed upon coordinated with and approved in writing by the Company and other Party prior to the Purchaserrelease thereof. Following such initial press releasereleases, the Company and the Purchaser Investor shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as such party Party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible); provided, however, that the Company or the Purchaser Investor shall not be obligated to engage in such consultation with respect to communications that are (a) principally directed to employees, suppliers, customers, partners or vendors or (b) not materially inconsistent with public statements previously made in accordance with this Section 6.96.09; provided, further, however, that the restrictions set forth in this Section 6.9 6.09 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto or (ii) in connection with any dispute between the parties Parties regarding this Agreement or the Transaction.

Appears in 1 contract

Samples: Investment Agreement (Cepton, Inc.)

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Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by the Company and the Purchaser. Following such initial press release, the Company and the Purchaser shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible); provided, however, that the Company or the Purchaser shall not be obligated to engage in such consultation with respect to communications that are (a) principally directed to employees, suppliers, customers, partners or vendors or (b) not materially inconsistent with public statements previously made in accordance with this Section 6.96.10; provided, further, however, that the restrictions set forth in this Section 6.9 6.10 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto or (ii) in connection with any dispute between the parties regarding this Agreement or the Transaction.

Appears in 1 contract

Samples: Registration Rights Agreement (Comscore, Inc.)

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