Common use of Announcement and Shareholder Communications Clause in Contracts

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this Agreement, the text of such announcement to be in the form approved by Engine Gaming and GameSquare in advance, acting reasonably and without delay. Engine Gaming and GameSquare agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: (1) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 3 contracts

Samples: Arrangement Agreement (Engine Gaming & Media, Inc.), Arrangement Agreement (GameSquare Esports Inc), Arrangement Agreement

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Announcement and Shareholder Communications. The Parties LBIX and Liquid shall issue a joint press release with respect to this Agreement and jointly publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such the joint announcement to be in the form approved by Engine Gaming and GameSquare each Party in advance, acting reasonably reasonably. LBIX and without delay. Engine Gaming and GameSquare Liquid agree to co-operate in the preparation of presentations, if any, to the GameSquare Liquid Shareholders and Engine Gaming or the LBIX Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 3 contracts

Samples: Arrangement Agreement (Leading Brands Inc), Arrangement Agreement (Leading Brands Inc), Definitive Arrangement Agreement (Leading Brands Inc)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this Agreement, the text of such announcement to be in the form approved by Engine Gaming SSR and GameSquare Alacer in advance, acting reasonably and without delay. Engine Gaming SSR and GameSquare Alacer agree to co-operate in the preparation of presentations, if any, to the GameSquare Alacer Shareholders and Engine Gaming SSR Shareholders regarding the Plan of Arrangement, and neither GameSquare Alacer nor Engine Gaming SSR shall: (1) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2) make any filing with any Governmental Entity or with any stock exchange Exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 3 contracts

Samples: Arrangement Agreement (SSR Mining Inc.), Agreement, Agreement

Announcement and Shareholder Communications. The Transacting Parties shall issue a joint press release with respect to this Agreement and jointly announce publicly the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by the Parties, the text and timing of such announcement to be in the form approved by Engine Gaming and GameSquare each of the Transacting Parties in advance, each acting reasonably and without delayreasonably. Engine Gaming and GameSquare agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: No Party shall (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of each of the other Party Transacting Parties (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with each of the other PartyTransacting Parties; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party Transacting Parties and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Verano Holdings Corp.)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and jointly announce publicly the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be in the form approved by Engine Gaming and GameSquare each of the Transacting Parties in advance, each acting reasonably and without delayreasonably. Engine Gaming and GameSquare The Parties agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders Parties and Engine Gaming Shareholders their shareholders or members, as applicable, regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1i) issue any news release or otherwise make public announcements with respect to this Agreement Agreement, the Contemporaneous Agreements or the Plan of Arrangement without the consent of the other Party Transacting Parties (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other PartyParties; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party Parties and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Business Combination Agreement (Cannex Capital Holdings Inc.), Business Combination Agreement (4Front Ventures Corp.)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this Agreement, the text of such announcement to be in the form approved by Engine Gaming Tilray and GameSquare Aphria in advance, acting reasonably and without delay. Engine Gaming Tilray and GameSquare Aphria agree to co-operate in the preparation of presentations, if any, to the GameSquare Aphria Shareholders and Engine Gaming Tilray Shareholders regarding the Plan of Arrangement, and neither GameSquare Aphria nor Engine Gaming Tilray shall: (1) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Arrangement Agreement (Aphria Inc.), Arrangement Agreement (Tilray, Inc.)

Announcement and Shareholder Communications. The Parties Hecla and Aurizon shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of each such announcement to be in the form approved by Engine Gaming Hecla and GameSquare Aurizon in advance, acting reasonably reasonably. Hecla and without delay. Engine Gaming and GameSquare Aurizon agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders Aurizon Securityholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming no Party shall: (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2ii) make any filing with any Governmental Entity or with any stock exchange Exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Arrangement Agreement (Aurizon Mines LTD), Arrangement Agreement (Hecla Mining Co/De/)

Announcement and Shareholder Communications. The Parties Mountain and Xxxxxxx shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Mountain and Xxxxxxx, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Mountain and without delay. Engine Gaming and GameSquare Xxxxxxx agree to co-operate in the preparation of presentations, if any, to the GameSquare Xxxxxxx Shareholders and Engine Gaming or Mountain Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Xxxxxxx Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and a reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Arrangement Agreement (Mountain Province Diamonds Inc.), Arrangement Agreement (Mountain Province Diamonds Inc.)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this Agreement, the text of such announcement to be in the form approved by Engine Gaming SKYE and GameSquare EHT in advance, acting reasonably and without delay. Engine Gaming SKYE and GameSquare EHT agree to co-operate in the preparation of presentations, if any, to the GameSquare EHT Shareholders and Engine Gaming SKYE Shareholders regarding the Plan of Arrangement, and neither GameSquare EHT nor Engine Gaming SKYE shall: (1) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Arrangement Agreement (Skye Bioscience, Inc.), Arrangement Agreement

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this Agreement, the text of such announcement to be in the form approved by Engine Gaming each of Xxxx Xxxxxx and GameSquare Norbord in advance, acting reasonably and without delay. Engine Gaming Each Party shall consult with the other Party prior to issuing any other press releases or otherwise making public written statements with respect to the Arrangement or this Agreement and GameSquare shall provide the other Party with a reasonable opportunity to review and comment on all such press releases or public written statements prior to the release thereof. Xxxx Xxxxxx and Norbord agree to co-operate in the preparation of presentations, if any, to the GameSquare Norbord Shareholders and Engine Gaming Shareholders Xxxx Xxxxxx Shareholders, as applicable, regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: (1) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each either Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the each Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, none of the foregoing shall prevent either Party from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the ordinary course of business that do not relate specifically to this Agreement or the Arrangement so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by Norbord. The Parties acknowledge that each Party will file this Agreement and a material change report relating thereto on SEDAR.

Appears in 2 contracts

Samples: Arrangement Agreement (Norbord Inc.), Arrangement Agreement (Norbord Inc.)

Announcement and Shareholder Communications. The Parties Parent and the Company shall issue a joint press release with respect to jointly publicly announce the transactions contemplated by this Agreement and the Arrangement promptly following the execution of this AgreementAgreement by Parent and the Company, the text and timing of such announcement to be approved in writing by the form approved by Engine Gaming and GameSquare Parties in advance, acting reasonably reasonably. Parent and without delay. Engine Gaming and GameSquare the Company agree to co-operate in the preparation of presentations, if any, to the GameSquare Company Shareholders and Engine Gaming or Parent Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement and the MOU, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement, the Plan of Arrangement, the MOU or the Total Transaction without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), except as permitted by Section 5.7, or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Arrangement Agreement (Interoil Corp), Arrangement Agreement (Interoil Corp)

Announcement and Shareholder Communications. The Parties Purchaser and CRH shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by the Purchaser and CRH, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. The Purchaser and without delay. Engine Gaming and GameSquare agree to CRH shall co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders CRH Securityholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange Authority with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and a reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Arrangement Agreement (CRH Medical Corp), Arrangement Agreement

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and jointly announce publicly the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by SVT, Bxxxx, Briteside, Sea Hunter and Fxxxx, the text and timing of such announcement to be in the form approved by Engine Gaming and GameSquare each of the Parties in advance, each acting reasonably and without delayreasonably. Engine Gaming and GameSquare The Parties agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders Parties and Engine Gaming Shareholders their shareholders or members, as applicable, regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1i) issue any news release or otherwise make public announcements with respect to the Contemporaneous Agreements, this Agreement or the Plan of Arrangement without the consent of the other Party Parties (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other PartyParties; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party Parties and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 2 contracts

Samples: Business Combination Agreement (TILT Holdings Inc.), Business Combination Agreement (TILT Holdings Inc.)

Announcement and Shareholder Communications. The Parties NovaCopper and Sunward shall issue a joint press release with respect to this Agreement and jointly publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such the joint announcement to be in the form approved by Engine Gaming and GameSquare each Party in advance, acting reasonably reasonably. NovaCopper and without delay. Engine Gaming and GameSquare Sunward agree to co-operate in the preparation of presentations, if any, to the GameSquare Sunward Shareholders and Engine Gaming or the NovaCopper Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (NovaCopper Inc.)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement Acquiror and the Arrangement Corporation shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be approved in writing by the form approved by Engine Gaming and GameSquare parties in advance, acting reasonably and without delayreasonably. Engine Gaming and GameSquare agree to co-operate The parties shall cooperate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders Securityholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: . Neither party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party party (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned); except as permitted by Article 6, or (2b) subject to Article 7, make any filing with any Governmental Entity or with any stock exchange Authority with respect thereto without the prior consultation with written consent of the other Partyparty; provided, however, that the foregoing shall be subject to each Partyparty’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Cynapsus Therapeutics Inc.)

Announcement and Shareholder Communications. The Parties (a) Endeavour and Avion shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Endeavour and Avion, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Endeavour and without delay. Engine Gaming and GameSquare Avion agree to co-operate in the preparation of presentations, if any, to Avion Shareholders or the GameSquare Shareholders and Engine Gaming Endeavour Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming no Party shall: (1i) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rulesLaws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties Acquiror and Target shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of each such announcement to be in the form approved by Engine Gaming Acquiror and GameSquare Target in advance, acting reasonably reasonably. Acquiror and without delay. Engine Gaming and GameSquare Target agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Target Shareholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming Party shall: (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2ii) make any filing with any Governmental Entity or with any stock exchange the TSX with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Sandstorm Gold LTD)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and Company may publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be approved in writing by the form approved by Engine Gaming and GameSquare Acquiror in advance, acting reasonably reasonably. The Acquiror and without delay. Engine Gaming and GameSquare the Company agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders Securityholders regarding the Plan of Arrangementtransactions contemplated by this Agreement and this Arrangement and the Company agrees to consult with the Acquiror in connection with any communications or meeting with Securityholders that it may have, and neither GameSquare nor Engine Gaming shall: party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party party (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned); except as permitted by Article 7, or (2b) subject to Section 8.6, make any filing with any Governmental Entity or with any stock exchange Regulatory Authority with respect thereto without the prior consultation with written consent of the other Partyparty; provided, however, that the foregoing shall be subject to each Party’s party's overriding obligation to make any disclosure or filing required under applicable Laws Law or stock exchange rules, and the Party party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Northern Dynasty Minerals LTD)

Announcement and Shareholder Communications. The Parties (a) Endeavour and True Gold shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Endeavour and True Gold, the text and timing of such each Party's announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Endeavour and without delay. Engine Gaming and GameSquare True Gold agree to co-operate in the preparation of presentations, if any, to True Gold Securityholders or the GameSquare Shareholders and Engine Gaming Endeavour Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming no Party shall: (1i) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rulesLaws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possiblepermitted by applicable securities laws, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties GCC and CNM shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by GCC and CNM, the text and timing of such each Party's announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. GCC and without delay. Engine Gaming and GameSquare agree to CNM shall co-operate in the preparation of presentations, if any, to CNM Shareholders or the GameSquare Shareholders and Engine Gaming Shareholders GCC Shareholders, as the case may be, regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming no Party shall: (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other PartyParty and each Party shall reasonably consider comments provided by the other Party in respect of any such filing with a Governmental Entity; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties DXP, Acquiror and HSE shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by DXP, Acquiror and HSE, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. DXP, Acquiror and without delay. Engine Gaming and GameSquare HSE agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming HSE Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To the extent possible, HSE shall provide prior notice to DXP of any material public disclosure that HSE proposes to make regarding its business or operations, together with a draft copy of such disclosure.

Appears in 1 contract

Samples: Arrangement Agreement (DXP Enterprises Inc)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement will jointly and publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably and without delayreasonably. Engine Gaming and GameSquare The Parties agree to co-operate cooperate in the preparation of presentations, if any, to the GameSquare Charlotte Shareholders and Engine Gaming or Tranzeo Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shallno Party will: (1) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2a) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other PartyParties; provided, however, that the foregoing shall will be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws Law or stock exchange rulesrequirement of any Governmental Entity having jurisdiction, and the Party making such disclosure shall will use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To the extent possible, each Party will provide prior notice to the other Parties of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Such other Party and its legal counsel will be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration will be given to any comments made by such other Party and its legal counsel.

Appears in 1 contract

Samples: Combination Agreement

Announcement and Shareholder Communications. The Parties (a) Fortuna and Goldrock shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Fortuna and Goldrock, the text and timing of such each Party's announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Fortuna and without delay. Engine Gaming and GameSquare Goldrock agree to co-operate in the preparation of presentations, if any, to Goldrock Securityholders or the GameSquare Shareholders and Engine Gaming Fortuna Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming no Party shall: (1i) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rulesLaws, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possiblepermitted by applicable securities laws, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Fortuna Silver Mines Inc)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this Agreement, the text of such announcement to be in the form approved by Engine Gaming each of Xxxx Xxxxxx and GameSquare Xxxxxxx in advance, acting reasonably and without delay. Engine Gaming Each Party shall consult with the other Party prior to issuing any other press releases or otherwise making public written statements with respect to the Arrangement or this Agreement and GameSquare shall provide the other Party with a reasonable opportunity to review and comment on all such press releases or public written statements prior to the release thereof. Xxxx Xxxxxx and Xxxxxxx agree to co-operate in the preparation of presentations, if any, to the GameSquare Norbord Shareholders and Engine Gaming Shareholders Xxxx Xxxxxx Shareholders, as applicable, regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: (1) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each either Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the each Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, none of the foregoing shall prevent either Party from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the ordinary course of business that do not relate specifically to this Agreement or the Arrangement so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by Norbord. The Parties acknowledge that each Party will file this Agreement and a material change report relating thereto on SEDAR.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties Timmins and Newstrike shall issue a joint press release with respect to this Agreement and jointly publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such the joint announcement to be in the form approved by Engine Gaming and GameSquare each Party in advance, acting reasonably reasonably. Timmins and without delay. Engine Gaming and GameSquare Newstrike agree to co-operate in the preparation of presentations, if any, to the GameSquare Newstrike Shareholders and Engine Gaming or the Timmins Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Timmins Gold Corp.)

Announcement and Shareholder Communications. The Parties Company shall issue a joint press release with respect to this Agreement and publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be approved in writing by the form approved by Engine Gaming and GameSquare Acquiror in advance, acting reasonably reasonably. The Acquiror and without delay. Engine Gaming and GameSquare the Company agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders Securityholders regarding the Plan of Arrangementtransactions contemplated by this Agreement and this Arrangement and the Company agrees to consult with the Acquiror in connection with any communications or meeting with Securityholders that it may have, and neither GameSquare nor Engine Gaming shall: party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party party (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned); except as permitted by Article 7, or (2b) subject to Section 8.6, make any filing with any Governmental Entity or with any stock exchange Regulatory Authority with respect thereto without the prior consultation with written consent of the other Partyparty; provided, however, that the foregoing shall be subject to each Party’s party's overriding obligation to make any disclosure or filing required under applicable Laws Law or stock exchange rules, and the Party party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Auryn Resources Inc.)

Announcement and Shareholder Communications. The Parties HudBay and Lxxxxx shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by HudBay and Lxxxxx, the text and timing of each such announcement to be in the form approved by Engine Gaming HudBay and GameSquare Lxxxxx in advance, acting reasonably reasonably. HudBay and without delay. Engine Gaming and GameSquare Lxxxxx agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Lxxxxx Shareholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity Entity, with the Exchange, the NYSE or with any stock exchange the OMX with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Lundin Mining CORP)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement Purchaser and the Arrangement Vendor shall each publicly announce the transactions contemplated hereby promptly following the execution of this AgreementAgreement by the Purchaser and the Vendor, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. The Purchaser and without delay. Engine Gaming and GameSquare the Vendor agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Vendor’s shareholders or the Purchaser Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming no Party shall: (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2b) make any filing with any Governmental Entity or with any stock exchange Authority with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Share Purchase Agreement (Shaw Communications Inc)

Announcement and Shareholder Communications. The Parties Excellon and Xxxx shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Xxxxxxxx and Xxxx, the text and timing of such each Party's announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Excellon and without delay. Engine Gaming and GameSquare agree to Xxxx shall co-operate in the preparation of presentations, if any, to Xxxx Shareholders or the GameSquare Shareholders and Engine Gaming Excellon Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing; and provided further, however, that, except as otherwise required by Sections 6.1 and 6.2, a Party shall have no obligation to obtain the consent of or consult with the other Party prior to any press release, public statement, disclosure or filing with regard to an Acquisition Proposal or a Change of Recommendation.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties Numinus and Novamind shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Numinus and Novamind, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Numinus and without delay. Engine Gaming and GameSquare agree to Novamind shall co-operate in the preparation of presentations, if any, to Novamind Shareholders or the GameSquare Shareholders and Engine Gaming Numinus Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing; and provided further, however, that Novamind shall have no obligation to obtain the consent of or consult with Numinus prior to any press release, public statement, disclosure or filing with regard to an Acquisition Proposal or a Change in Recommendation.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties Jet and Jetlines shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Jet and Jetlines, the text and timing of such each Party's announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Jet and without delay. Engine Gaming and GameSquare Jetlines agree to co-operate in the preparation of presentations, if any, to the GameSquare Jetlines Shareholders and Engine Gaming or Jet Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement Amalgamation without the consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Amalgamation Agreement (Jet Metal Corp.)

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Announcement and Shareholder Communications. The Parties APM and Xxxxxxxxxxx shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by APM and Xxxxxxxxxxx, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. APM and without delay. Engine Gaming and GameSquare agree to Xxxxxxxxxxx shall co-operate in the preparation of presentations, if any, to Xxxxxxxxxxx Shareholders or the GameSquare Shareholders and Engine Gaming APM Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties Excellon and Xxxx shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Excellon and Xxxx, the text and timing of such each Party's announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Excellon and without delay. Engine Gaming and GameSquare agree to Xxxx shall co-operate in the preparation of presentations, if any, to Xxxx Shareholders or the GameSquare Shareholders and Engine Gaming Excellon Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing; and provided further, however, that, except as otherwise required by Sections 6.1 and 6.2, a Party shall have no obligation to obtain the consent of or consult with the other Party prior to any press release, public statement, disclosure or filing with regard to an Acquisition Proposal or a Change of Recommendation.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties Parent and the Company shall issue a joint press release with respect to jointly publicly announce the transactions contemplated by this Agreement and the Arrangement promptly following the execution of this AgreementAmendment Date (which public announcement shall, for greater certainty, include the approvals, determinations and resolutions contemplated by Section 2.6, the text and timing of such announcement to be approved in writing by the form approved by Engine Gaming and GameSquare Parties in advance, acting reasonably reasonably). Parent and without delay. Engine Gaming and GameSquare the Company agree to co-operate in the preparation of presentations, if any, to the GameSquare Company Shareholders and Engine Gaming or Parent Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed); , except as permitted by Section 5.7, or (2b) subject to Section 5.5, make any filing with any Governmental Entity or with any stock exchange with respect thereto to this Agreement or the Plan of Arrangement without the prior consultation with written consent of the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Interoil Corp)

Announcement and Shareholder Communications. The Parties Subco and Skye shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by HudBay and Skye, the text and timing of each such announcement to be in the form approved by Engine Gaming HudBay and GameSquare Skye in advance, acting reasonably reasonably. HudBay and without delay. Engine Gaming and GameSquare Skye agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders Skye Shareholders, holders of Skye Options and Engine Gaming Shareholders holders of Skye DSUs, regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: no Party shall (1i) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange the Exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (HudBay Minerals Inc.)

Announcement and Shareholder Communications. The Parties Purchaser and Target shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of each such announcement to be in the form approved by Engine Gaming Purchaser and GameSquare Target in advance, acting reasonably and without delay. Engine Gaming Each party shall consult with the other parties prior to issuing any press releases or otherwise making public written statements with respect to the Arrangement or this Agreement and GameSquare shall provide the other parties with a reasonable opportunity to review comment on such press release or other communications. Purchaser and Target agree to co-operate cooperate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders Target Securityholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2b) make any filing with any Governmental Entity or with any stock exchange Exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Extorre Gold Mines LTD)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement Aurinia and Isotechnika will jointly and publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably and without delayreasonably. Engine Gaming and GameSquare The Parties agree to co-operate cooperate in the preparation of presentations, if any, to the GameSquare Aurinia Shareholders and Engine Gaming or Isotechnika Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shallno Party will: (1) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (2a) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other PartyParties; provided, however, that the foregoing shall will be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws Law or stock exchange rulesrequirement of any Governmental Entity having jurisdiction, and the Party making such disclosure shall will use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. To the extent possible, each Party will provide prior notice to the other Parties of any material public disclosure that it proposes to make regarding its business or operations, together with a draft copy of such disclosure. Such other Party and its legal counsel will be given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration will be given to any comments made by such other Party and its legal counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Aurinia Pharmaceuticals Inc.)

Announcement and Shareholder Communications. The Parties Buyer shall issue a joint press release with respect to this Agreement and publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by the Buyer and the Company, the text and timing of such announcement to be in the form approved by Engine Gaming and GameSquare the Company in advance, acting reasonably reasonably. The Buyer and without delay. Engine Gaming and GameSquare agree to the Company shall co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Company Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming no Party shall: (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s the Parties’ overriding obligation to make any disclosure or filing required under applicable Laws or or, in the case of the Buyer, stock exchange rules, and the Party making such disclosure Parties shall use all commercially reasonable efforts to give prior oral or written notice to the other Party hereto and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (SolarBank Corp)

Announcement and Shareholder Communications. The Parties shall issue a joint agree on the text of any press release with respect to this Agreement and the Arrangement promptly following be issued to announce the execution of this AgreementAgreement by the Purchaser and Absolute and, on the Effective Date, the completion of the Arrangement, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. The Purchaser and without delay. Engine Gaming and GameSquare agree to Absolute shall co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders Absolute Securityholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: transactions contemplated by this Agreement. No Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity or with any stock exchange Authority with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and a reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possiblepermitted by applicable Law, to give such notice immediately following the making of such disclosure or filing. The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or their counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Absolute Software Corp)

Announcement and Shareholder Communications. The Parties Bonterra and Metanor shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Bonterra and Metanor, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Bonterra and without delay. Engine Gaming and GameSquare Metanor agree to co-operate in the preparation of presentations, if any, to the GameSquare Metanor Shareholders and Engine Gaming or Bonterra Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1i) issue any news release or otherwise make public announcements with respect to this Agreement Agreement, the Metanor Plan of Arrangement or the Bonterra Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. The Parties Xxxxx and Voleo shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Xxxxx and Voleo, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Xxxxx and without delay. Engine Gaming and GameSquare Voleo agree to co-operate in the preparation of presentations, if any, to the GameSquare Voleo Shareholders and Engine Gaming or Xxxxx Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement Amalgamation without the consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Agreement

Announcement and Shareholder Communications. The Parties (a) GAA, GG and FCR shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by each of the Parties, the text and timing of such each Party’s announcement to be approved in writing by the form approved by Engine Gaming and GameSquare other Parties in advance, acting reasonably reasonably. GAA, GG and without delay. Engine Gaming and GameSquare FCR agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming GAA Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming no Party shall: (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party Parties (which consent shall not be unreasonably withheld, delayed or conditioned); or (2b) make any filing with any Governmental Entity or with any stock exchange with respect thereto without the prior consultation with written consent of the other PartyParties; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, rules and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party Parties and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Gazit-Globe LTD)

Announcement and Shareholder Communications. The Parties Equinox Gold and Premier shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of each such announcement to be in the form approved by Engine Gaming Equinox Gold and GameSquare Premier in advance, acting reasonably reasonably. Equinox Gold and without delay. Engine Gaming and GameSquare Premier agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders Premier Securityholders regarding the Plan of Arrangement, and neither GameSquare Premier nor Engine Gaming Equinox Gold shall: (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Principal Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2ii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the other Principal Party; provided, however, that the foregoing shall be subject to each Principal Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Principal Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Principal Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Equinox Gold Corp.)

Announcement and Shareholder Communications. The Parties parties shall issue a joint press release with respect to each publicly announce the entering into of this Agreement and the Arrangement promptly following the execution of this Agreement, Agreement pursuant to a joint press release. Each party shall consult with the text of Other Party prior to issuing any press releases or otherwise making public written statements with respect to the Arrangement or this Agreement and shall provide the Other Party with a reasonable opportunity to review and comment on such announcement to be in the form approved by Engine Gaming and GameSquare in advance, acting reasonably and without delaypress release or other communications. Engine Gaming and GameSquare The parties agree to co-operate cooperate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders Lynden Securityholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: no party shall (1a) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2b) make any filing with any Governmental Entity Authority or with any stock exchange the TSXV or the NYSE MKT with respect thereto without prior consultation with the other Other Party; provided, however, that the foregoing shall be subject to each Partyparty’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Earthstone Energy Inc)

Announcement and Shareholder Communications. The Parties Acquiror and Xxxxxx shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Acquiror and Xxxxxx, the text and timing of each such announcement to be in the form approved by Engine Gaming Acquiror and GameSquare Xxxxxx in advance, acting reasonably reasonably. Acquiror and without delay. Engine Gaming and GameSquare Xxxxxx agree to co-operate in the preparation of presentations, if any, to the GameSquare Xxxxxx Shareholders and Engine Gaming Acquiror Shareholders regarding the Plan of Arrangement, and neither GameSquare Xxxxxx nor Engine Gaming Acquiror shall: (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2ii) make any filing with any Governmental Entity or with any stock exchange Exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Silver Standard Resources Inc)

Announcement and Shareholder Communications. The Parties HudBay and Xxxxxx shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by HudBay and Xxxxxx, the text and timing of each such announcement to be in the form approved by Engine Gaming HudBay and GameSquare Xxxxxx in advance, acting reasonably reasonably. HudBay and without delay. Engine Gaming and GameSquare Xxxxxx agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Xxxxxx Shareholders regarding the Plan of Arrangement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (2b) make any filing with any Governmental Entity Entity, with the Exchange, the NYSE or with any stock exchange the OMX with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (HudBay Minerals Inc.)

Announcement and Shareholder Communications. The Parties Parent and the Company shall issue a joint press release with respect to jointly publicly announce the transactions contemplated by this Agreement and the Arrangement promptly following the execution of this AgreementAgreement by Parent and the Company (which public announcement shall, for greater certainty, include the approvals, determinations and resolutions contemplated by Section 2.6, the text and timing of such announcement to be approved in writing by the form approved by Engine Gaming and GameSquare Parties in advance, acting reasonably reasonably. Parent and without delay. Engine Gaming and GameSquare the Company agree to co-operate in the preparation of presentations, if any, to the GameSquare Company Shareholders and Engine Gaming or Parent Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned); except as permitted by Section 5.7, or (2b) subject to Section 5.5, make any filing with any Governmental Entity or with any stock exchange with respect thereto to this Agreement or the Plan of Arrangement without the prior consultation with written consent of the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Interoil Corp)

Announcement and Shareholder Communications. The Parties Opta Minerals shall issue a joint press release with respect to this Agreement and publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be approved in writing by the form approved by Engine Gaming and GameSquare Acquiror in advance, acting reasonably reasonably. The Acquiror and without delay. Engine Gaming and GameSquare Opta Minerals agree to co-operate in the preparation of presentations, if any, to the GameSquare Shareholders and Engine Gaming Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement and the Amalgamation and Opta Minerals agrees to consult with the Acquiror in connection with any communications or meeting with Shareholders, and neither GameSquare nor Engine Gaming shall: Party shall (1a) issue any news press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement Amalgamation without the prior written consent of the other Party (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned); except as permitted by Article 7, or (2b) subject to Section 8.5, make any filing with any Governmental Entity or with any stock exchange with respect thereto without the prior consultation with written consent of the other Party; provided, however, that the foregoing shall be subject to each Party’s 's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Acquisition Agreement (Opta Minerals Inc.)

Announcement and Shareholder Communications. The Parties shall issue a joint press release with respect to this Agreement Acquiror and the Arrangement Company shall each publicly announce the transactions contemplated hereby promptly following the execution of this AgreementAgreement by Acquiror and the Company, the text and timing of each such announcement to be in the form approved by Engine Gaming Acquiror and GameSquare the Company in advance, acting reasonably reasonably. Acquiror and without delay. Engine Gaming and GameSquare the Company agree to co-operate in the preparation of presentations, if any, to the GameSquare Company Shareholders and Engine Gaming Acquiror Shareholders regarding the Plan of Arrangement, and neither GameSquare the Company nor Engine Gaming Acquiror shall: (1i) issue any news release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed); or (2ii) make any filing with any Governmental Entity or with any stock exchange Exchange with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.. 51175158.1 19

Appears in 1 contract

Samples: Arrangement Agreement (Equinox Gold Corp.)

Announcement and Shareholder Communications. The Parties Auryn and Eastmain shall issue a joint press release with respect to this Agreement and each publicly announce the Arrangement transactions contemplated hereby promptly following the execution of this AgreementAgreement by Auryn and Eastmain, the text and timing of such each Party’s announcement to be in the form approved by Engine Gaming and GameSquare the other Party in advance, acting reasonably reasonably. Auryn and without delay. Engine Gaming and GameSquare Eastmain agree to co-operate in the preparation of presentations, if any, to the GameSquare Eastmain Shareholders and Engine Gaming or Auryn Shareholders regarding the Plan of Arrangementtransactions contemplated by this Agreement, and neither GameSquare nor Engine Gaming shall: no Party shall (1i) issue any news release or otherwise make public announcements with respect to this Agreement Agreement, the Eastmain Arrangement or the Plan of Auryn Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned); delayed) or (2ii) make any filing with any Governmental Entity or with any stock exchange Authority with respect thereto without prior consultation with the other Party; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Appears in 1 contract

Samples: Arrangement Agreement (Fury Gold Mines LTD)

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