Common use of Announcement and Shareholder Communications Clause in Contracts

Announcement and Shareholder Communications. Stars and Flutter shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter agree to co-operate in the preparation of presentations, if any, to Stars Shareholders or Flutter Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (a) issue any 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 or delayed), except as permitted by Section 5.8, or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed); provided, however, that the foregoing shall be subject to each of Stars and Flutter’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 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 as soon as is practicable following the making of such disclosure or filing. Each of Stars and Flutter shall provide, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other Party and its legal counsel.

Appears in 3 contracts

Samples: Arrangement Agreement (Stars Group Inc.), Arrangement Agreement, Arrangement Agreement

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Announcement and Shareholder Communications. Stars and Flutter The Company shall jointly publicly announce agree with the transactions contemplated hereby promptly following Purchaser on the execution form of press release to be issued by the Company with respect to this Agreement as soon as practicable after its due execution. Except as required by Stars and FlutterLaw, the text Purchaser and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Company agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter the Company Shareholders regarding the transactions contemplated by this Agreement. Prior to the Effective Time, and no each Party shall shall: (a) not issue any press release or otherwise make public announcements statements with respect to this Agreement or the Plan of Arrangement without the prior written consent of first consulting the other Party (which consent shall not be unreasonably withheld or delayed), except as permitted and giving reasonable consideration to any comments made by Section 5.8, or the other Party; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed). Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof, shall enable the other Party to review and comment on such filings prior to the filing thereof and shall consider to incorporate the comments of the other Party in good faith; provided, however, that the foregoing shall be subject to the each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities Laws, TSX rules and regulations and NYSE rules and regulations and if such disclosure or filing is required under applicable Laws and the other Party has not reviewed or stock exchange rulescommented on the disclosure or filing, and the Party making such the disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent any Party from making internal announcements to its employees so long as such statements and Flutter shall provide, where practicable and permitted by applicable Law, prior notice announcements to the other Party of any material extent relating to this Agreement or the Arrangement, are limited in content to that was contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties with respect to this Agreement or the Arrangement. Notwithstanding the foregoing, (i) the provisions of this Section 2.9 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Company Circular, the Interim Order or the Final Order which are governed by other Party Sections of this Agreement and its legal counsel(ii) upon a Company Change in Recommendation this Section 2.9 will cease to apply.

Appears in 2 contracts

Samples: Arrangement Agreement (Turquoise Hill Resources Ltd.), Arrangement Agreement (Rio Tinto PLC)

Announcement and Shareholder Communications. Stars Parent, on the one hand, and Flutter the Company, on the other hand, shall jointly each publicly announce the transactions contemplated hereby by this Agreement promptly following the execution of this Agreement date hereof (which public announcement by Stars the Company shall, for greater certainty, include the approvals, determinations and Flutterresolutions contemplated by Section 2.6, and the text and timing of each such announcement to be approved in writing by the Parties other Party in advance) and shall use reasonable best efforts to develop a joint communications plan. Parent, acting reasonably. Stars AcquisitionCo and Flutter the Company agree to co-operate in the preparation of presentations, if any, to Stars Company Shareholders or Flutter Parent Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the each other Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except that Parent and the Company may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as permitted such statement is consistent with the joint communications plan and substantially similar to previous press releases, public disclosures or public statements made jointly by Section 5.8Parent and the Company (or individually, if approved by the other party), or (b) subject to Section 5.55.2, make any filing with any Governmental Entity with respect thereto to this Agreement or the Plan of Arrangement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’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 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 as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter shall provide, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other Party and its legal counsel.

Appears in 2 contracts

Samples: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Tesco Corp)

Announcement and Shareholder Communications. Stars Eldorado and Flutter European Goldfields shall jointly each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars Eldorado and FlutterEuropean Goldfields, the text and timing of such each Party’s announcement to be approved in writing by the Parties other Party in advance, acting reasonably. Stars Eldorado and Flutter European Goldfields agree to co-operate in the preparation of presentations, if any, to Stars European Goldfields Shareholders or Flutter the Eldorado Shareholders regarding the transactions contemplated by this Agreement, and no Party shall shall: (a) issue any 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 or delayed), except as permitted by Section 5.8, ; or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’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 as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter To the extent possible, European Goldfields shall provide, where practicable and permitted by applicable Law, provide prior notice to the other Party Eldorado of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant Party Eldorado and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other Party Eldorado and its legal counsel.

Appears in 2 contracts

Samples: Arrangement Agreement (Eldorado Gold Corp /Fi), Arrangement Agreement (Eldorado Gold Corp /Fi)

Announcement and Shareholder Communications. Stars The Purchaser and Flutter the Company shall jointly publicly announce mutually agree on the transactions contemplated hereby promptly following form of the execution of initial press release to be issued with respect to this Agreement by Stars as soon as practicable after its due execution. The Company and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Purchaser agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders any Company Shareholders, Purchaser Shareholders, or Flutter Shareholders other securityholders of the Company or the Purchaser or the analyst community regarding the transactions contemplated by this Agreement, and no Arrangement. Each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity Authority with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed). Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing) and shall give reasonable consideration to any comments made by the other Party or its Representatives; provided, however, that the foregoing shall be subject to each of Stars and Flutter’s Party's overriding obligation to make any disclosure or filing required under in accordance with applicable Laws or stock exchange rules, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent either Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as the content of such statements and announcements are consistent with and limited in all material respects to the other Party of any material content contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties. Notwithstanding the foregoing, the restrictions set forth in this Section 2.10 related to the approval or contents of filings with Governmental Authorities will not apply with respect to filings in connection with Regulatory Approvals, the Company Circular, the Interim Order or the Final Order which are governed by other sections of this Agreement. The restrictions set forth in this Section 2.10 shall not apply to any release or public statement: (a) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Company Change of Recommendation or any action taken pursuant thereto; or (b) made or proposed to be made by either Party and its legal counselin connection with any dispute between the Parties regarding this Agreement, the Arrangement or the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Arrangement Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)

Announcement and Shareholder Communications. Stars and Flutter shall jointly publicly announce the transactions contemplated hereby promptly following the execution of The Parties agree to issue a joint press release with respect to this Agreement by Stars as soon as practicable after its due execution. Newmont and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Goldcorp agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter Shareholders Newmont Stockholders and Goldcorp Securityholders regarding the transactions contemplated by this Agreement, and no . Each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed. Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing); provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws or stock exchange rulesLaws, including U.S. Securities Laws, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent either Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as the content of such statements and announcements are consistent with and limited in all material respects to the other Party of any material content contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties. Notwithstanding the foregoing, the provisions of this Section 2.14 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Goldcorp Circular, the Newmont Proxy Statement, the Interim Order or the Final Order which are governed by other Party and its legal counselsections of this Agreement. The restrictions set forth in this Section 2.14 shall not apply to any release or public statement in connection with any dispute regarding this Agreement or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Arrangement Agreement (Goldcorp Inc), Arrangement Agreement (Newmont Mining Corp /De/)

Announcement and Shareholder Communications. Stars LSEG and Flutter TMX Group shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars LSEG and FlutterTMX Group, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars LSEG and Flutter TMX Group agree to co-operate in the preparation of presentations, if any, to Stars TMX Group Shareholders or Flutter LSEG Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (a) issue any 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 or delayed), except as permitted by Section 5.8, or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rulesrules (including, from LSEG, the City Code, the Disclosure Rules and the Listing Rules), and the Party making such disclosure shall use 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 as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter Party shall provide, where practicable and permitted by applicable Law, provide prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant other Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other Party and its legal counsel.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement

Announcement and Shareholder Communications. Stars and Flutter Xxxxxxx shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter agree to co-operate in the preparation of presentations, if any, to Stars Shareholders or Flutter Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (a) issue any 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 or delayed), except as permitted by Section 5.8, or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed); provided, however, that the foregoing shall be subject to each of Stars and Flutter’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 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 as soon as is practicable following the making of such disclosure or filing. Each of Stars and Flutter shall provide, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other Party and its legal counsel.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. Stars The Acquiror and Flutter the Company shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars the Acquiror and Flutterthe Company, the text and timing of such announcement to be approved in writing by the Parties Acquiror and the Company in advance, acting reasonably, and subject to prior approval of the TSX, CSE, and applicable Securities Authorities. Stars The Acquiror and Flutter the Company agree to co-operate in the preparation of presentations, if any, to Stars the Company Shareholders or Flutter and the Acquiror Shareholders regarding the transactions contemplated by this AgreementPlan of Arrangement, and no Party shall neither the Company nor the Acquiror shall: (ai) issue any press news 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 or delayed), except as permitted by Section 5.8, ; or (bii) subject to Section 5.5, make any filing with any Governmental Entity or with the TSX and/or CSE, with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall (x) be subject to each of Stars and FlutterParty’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 as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars ; and Flutter shall provide, where practicable and permitted by applicable Law, prior notice to (y) not prevent the other Party of Acquiror from making any material public disclosure (including by way of social media, interviews, or otherwise) that it proposes to make regarding its business or operations, together, where practicable and permitted is consistent in all material respects with the joint public announcement of the transactions by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entitythe Parties, and reasonable consideration shall be given any other disclosure previously consented to any comments made by the other Party and its legal counselin accordance with this Section 2.12.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. Stars Clermont and Flutter shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter NexGen agree to co-operate cooperate in the preparation of presentations, if any, to Stars the NexGen Shareholders or Flutter the Clermont Shareholders regarding the transactions contemplated by this Agreement, and no Party shall shall: (a) issue any press release or otherwise make public announcements with respect to this Agreement Agreement, the Amalgamation or the Plan of Arrangement transactions contemplated hereby without the prior written consent of the other Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), except as permitted by Section 5.8, ; or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under applicable Laws Law or stock exchange rules, and requirement of any Governmental Entity having jurisdiction provided that 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 as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter To the extent possible, each Party shall provide, where practicable and permitted by applicable Law, provide prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operationsoperations during the term of this Agreement, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant Such other Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the such other Party and its legal counsel.

Appears in 1 contract

Samples: Amalgamation Agreement

Announcement and Shareholder Communications. Stars and Flutter shall The Parties agree to issue jointly publicly announce the transactions contemplated hereby promptly following the execution of a press release with respect to this Agreement by Stars as soon as practicable after its due execution. Thereafter, Mitel and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Aastra agree to co-operate and participate in the preparation of presentations, if any, presentations to Stars Shareholders or Flutter Shareholders investors regarding the transactions contemplated by Arrangement prior to the making of such presentations and to promptly advise, consult and co-operate with each other in issuing any press releases or otherwise making public statements with respect to this AgreementAgreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the TSX and no NASDAQ, with respect thereto. Each Party shall shall: (ai) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (bii) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of enable the other Party (to review and comment on all such consent not press releases prior to be unreasonably withheld or delayed)the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws or stock exchange rulesLaws, and if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent either Party from making internal announcements to employees and Flutter shall providehaving discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent press releases, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the other Party and its legal counselParties.

Appears in 1 contract

Samples: Arrangement Agreement (Mitel Networks Corp)

Announcement and Shareholder Communications. Stars and Flutter shall jointly publicly announce the transactions contemplated hereby promptly following the execution of ‌ Great Canadian will issue a press release with respect to this Agreement by Stars and Flutteras soon as practicable after its due execution, the text and timing of such announcement to be in the form approved in writing by the Parties each of Great Canadian and RAC in advance, acting reasonably. Stars Great Canadian and Flutter RAC agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter Shareholders regarding the transactions contemplated by this Agreement, and no . A Party shall (a) will not issue any press release or otherwise make any other public announcements statement or disclosure with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other Party (which consent shall will not be unreasonably withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or (b) subject to Section 5.5, and Great Canadian must not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement (except as contemplated by Section 2.2, Section 2.4, Section 2.5, Section 2.6 and Section 5.3) without the prior written consent of the other Party RAC (such which consent will not to be unreasonably withheld withheld, conditioned or delayed); provided, however, that the foregoing shall will be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rulesin accordance with Laws, including Securities Laws, and if, in the opinion of its outside legal counsel, such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure shall will use commercially its reasonable efforts to give the other Party prior oral or written notice to the other Party and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure will give reasonable consideration to any comments made by the other Party or its respective counsel, and if such prior notice is not possible, to will give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, none of the foregoing will prevent Great Canadian from making (i) internal announcements to employees and Flutter shall providehaving discussions with shareholders, where practicable financial analysts and permitted 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 applicable LawGreat Canadian. The Parties acknowledge that Great Canadian will file this Agreement and a material change report relating thereto on SEDAR. Notwithstanding the foregoing, prior notice the provisions of this Section 2.10 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Great Canadian Circular, the Interim Order or the Final Order which are governed by other Party sections of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other Party and its legal counselthis Agreement.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. Stars The Purchaser and Flutter the Company shall jointly publicly announce mutually agree on the transactions contemplated hereby promptly following the execution form of initial press release to be issued by each of them with respect to this Agreement as soon as practicable after its due execution. Except as required by Stars and FlutterLaw, the text Purchaser and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Company agree to co-operate cooperate in the preparation of presentations, if any, to Stars the Company Shareholders or Flutter and the Purchaser Shareholders regarding the transactions contemplated by this Agreement. Prior to the Effective Time, and no each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed). Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof, shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing) and shall consider to incorporate the comments of the other Party in good faith; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws, including Canadian Securities Laws or stock exchange rulesUK Securities Laws, as applicable, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent any Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as such statements and announcements to the other Party of any extent relating to this Agreement or the Arrangement, are consistent in all material respects with the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties with respect to this Agreement or the Arrangement. Notwithstanding the foregoing, the provisions of this Section 2.11 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Company Circular, the Purchaser Circular, the Interim Order or the Final Order or which are governed by other Party Sections of this Agreement, including Sections 5.5 and its legal counsel5.6.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. Stars The Purchaser and Flutter the Company shall jointly publicly announce mutually agree on the transactions contemplated hereby promptly following the execution form of initial press release to be issued by each of them with respect to this Agreement as soon as practicable after its due execution. Except as required by Stars and FlutterLaw, the text Purchaser and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Company agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter the Company Shareholders regarding the transactions contemplated by this Agreement. Prior to the Effective Time, and no each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed). Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof, shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing) and shall consider to incorporate the comments of the other Party in good faith; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws or stock exchange Laws, including Canadian Securities Laws, TSX listing rules, ASX listing rules, U.S. Securities Laws and NYSE rules and regulations, and if such disclosure or filing is required and the other Party has not reviewed, commented on or consented to the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent any Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as such statements and announcements to the other Party of any material extent relating to this Agreement or the Arrangement, are consistent with and limited in content to that contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties with respect to this Agreement or the Arrangement. Notwithstanding the foregoing, the provisions of this Section 2.10 will not apply with respect to filings in connection with the Company Circular, the Interim Order or the Final Order or with respect to any disclosure under Section 5.6, each of which is governed by other Party and its legal counsel.Sections of this Agreement. Confidential

Appears in 1 contract

Samples: Arrangement Agreement (Pretium Resources Inc.)

Announcement and Shareholder Communications. Stars Subject to applicable Securities Laws, PTC and Flutter MKS shall jointly each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars PTC and FlutterMKS, the text and timing of such each Party’s announcement to be approved in writing by the Parties other Party in advance, acting reasonably. Stars PTC and Flutter MKS agree to co-operate in the preparation of presentations, if any, to Stars Shareholders or Flutter MKS Common Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (a) issue any 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 or delayed), except as permitted by Section 5.8, ) or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and rules as long as the Party making such disclosure shall use uses 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 (other than with respect to confidential information contained in any such disclosure or filing), and if such prior notice is not possible, to give such notice as soon as is practicable promptly and, in any event within two hours, if commercially practicable, following the making of such disclosure or filing. Each of Stars and Flutter To the extent possible, MKS shall provide, where practicable and permitted by applicable Law, provide prior notice to the other Party PTC of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant Party To the extent possible, PTC and its legal counsel shall be given, where practicable, given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, Entity and reasonable consideration shall be given to any comments made by the other Party PTC and its legal counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Parametric Technology Corp)

Announcement and Shareholder Communications. Stars and Flutter shall The Parties agree to issue jointly publicly announce the transactions contemplated hereby promptly following the execution of a press release with respect to this Agreement by Stars after its due execution and Flutter, the text and timing of such announcement at a time to be approved in writing by mutually agreeable to the Parties in advance, acting reasonablyParties. Stars MZKR and Flutter Instadose agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter Instadose Shareholders regarding the transactions contemplated by this Agreement, and no . Each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned, or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed. Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing); provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws or stock exchange rulesLaws, including U.S. Securities Laws, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent either Party from making internal announcements to employees and Flutter shall providehaving discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with and limited in content to that contained in the most recent press releases, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties. Notwithstanding the foregoing, the provisions of this Section 2.12 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Instadose Circular, the Interim Order or the Final Order which are governed by other Party and its legal counselsections of this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Instadose Pharma Corp.)

Announcement and Shareholder Communications. Stars ‌ The Purchaser and Flutter the Company shall jointly publicly announce mutually agree on the transactions contemplated hereby promptly following the execution form of initial press release to be issued by each of them with respect to this Agreement as soon as practicable after its due execution. Except as required by Stars and FlutterLaw, the text Purchaser and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Company agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter the Company Shareholders regarding the transactions contemplated by this Agreement. Prior to the Effective Time, and no each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed). Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof, shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing) and shall consider to incorporate the comments of the other Party in good faith; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws, including Canadian Securities Laws or stock exchange and ASX listing rules, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent any Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as such statements and announcements to the other Party of any material extent relating to this Agreement or the Arrangement, are limited in content to that contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties with respect to this Agreement or the Arrangement. Notwithstanding the foregoing, the provisions of this Section 2.9 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Company Circular, the Interim Order or the Final Order which are governed by other Party and its legal counselSections of this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. Stars Primero and Flutter Brigus shall jointly each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars Primero and FlutterBrigus, the text and timing of such each Party’s announcement to be approved in writing by the Parties other Party in advance, acting reasonably. Stars Primero and Flutter Brigus agree to co-operate in the preparation of presentations, if any, to Stars Brigus Shareholders or Flutter the Primero Shareholders regarding the transactions contemplated by this Agreement, and no Party shall shall: (a) issue any 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 or delayed), except as permitted by Section 5.8, ; or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’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 as soon as is practicable immediately following the making of such disclosure or filing. Each To the extent possible, each of Stars Brigus and Flutter Primero shall provide, where practicable and permitted by applicable Law, provide prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant disclosure and such other Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the such other Party and its legal counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Primero Mining Corp)

Announcement and Shareholder Communications. Stars Xxxxxx and Flutter the Company shall jointly each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars Xxxxxx and Flutterthe Company, the text and timing of such each Party’s announcement to be approved in writing by the Parties other Party in advance, acting reasonably. Stars Xxxxxx and Flutter the Company agree to co-operate in the preparation of presentations, if any, to Stars the Company Shareholders or Flutter the Xxxxxx Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (a) issue any 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 or delayed), except as permitted by Section 5.8, ) or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure or filing 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 as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter To the extent possible, each Party shall provide, where practicable and permitted by applicable Law, provide prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant Party receiving such notice and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other such Party and its legal counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Walter Energy, Inc.)

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Announcement and Shareholder Communications. Stars Acquiror and Flutter the Company shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars Acquiror and Flutterthe Company, the text and timing of such joint announcement to be approved in writing by Acquiror and the Parties Company in advance, acting reasonably. Stars Acquiror and Flutter the Company agree to co-operate in the development and preparation of a joint communication plan (including the preparation of presentations) with respect to the Company Shareholders, if anyAcquiror Shareholders, to Stars Shareholders or Flutter Shareholders the Company employees and other stakeholders (including any Governmental Entity) regarding the transactions contemplated by this AgreementPlan of Arrangement, and no Party shall neither the Company nor Acquiror shall: (a) issue any press news release or otherwise make any public announcements statement or disclosure 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 or delayed), except as permitted by Section 5.8, ; or (b) subject to Section 5.5, make any filing with any Governmental Entity or with any Exchange with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and Flutter’s 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 as soon as is practicable immediately following the making of such disclosure or filing. Each The Parties acknowledge and agree that each of Stars Acquiror and Flutter shall providethe Company will file this Agreement (with such redactions as may be mutually agreed upon between Acquiror and the Company, where practicable each acting reasonably) and permitted by applicable Law, prior notice to the other Party of any a material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, a reasonable opportunity to review and comment change report relating thereto on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by the other Party and its legal counselSEDAR.

Appears in 1 contract

Samples: Arrangement Agreement (Fortuna Silver Mines Inc)

Announcement and Shareholder Communications. Stars and Flutter shall jointly publicly announce the transactions contemplated hereby promptly following the execution of The Parties agree to issue a joint press release with respect to this Agreement by Stars as soon as practicable after its due execution. Gold Fields and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Yxxxxx agree to co-operate cooperate in the preparation of presentations, if any, to Stars Gold Fields Shareholders or Flutter and Yamana Shareholders regarding the transactions contemplated by this Agreement, and no . Each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed. Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing); provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws, including U.S. Securities Laws or stock exchange rulesand UK Securities Laws, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent either Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as the content of such statements and announcements are consistent with and limited in all material respects to the other Party of any material content contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties. Notwithstanding the foregoing, the provisions of this Section 2.14 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Yamana Circular, the Gold Fields Circular, the Interim Order or the Final Order which are governed by other Party sections of this Agreement. The restrictions set forth in this Section 2.14 shall not apply to (x) any release or public statement in connection with any dispute regarding this Agreement or the transactions contemplated hereby; or (y) a Gold Fields Change in Recommendation or a Yamana Change in Recommendation, as applicable, or any action taken pursuant thereto. The Parties consent to this Agreement and its legal counselforms of each of the Gold Fields Support Agreements and the Yamana Support Agreements being filed on SEDAR and EXXXX, as applicable, subject to any redactions permitted under Securities Laws that are agreed to between the Parties acting reasonably.

Appears in 1 contract

Samples: Arrangement Agreement (Yamana Gold Inc.)

Announcement and Shareholder Communications. Stars (a) Kinross and Flutter Red Back shall jointly each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars Kinross and FlutterRed Back, the text and timing of such each Party’s announcement to be approved in writing by the Parties other Party in advance, acting reasonably. Stars Kinross and Flutter Red Back agree to co-operate in the preparation of presentations, if any, to Stars Red Back Shareholders or Flutter the Kinross Shareholders regarding the transactions contemplated by this Agreement, and no Party shall (a) issue any 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 or delayed), except as permitted by Section 5.8, ) or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’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 as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter To the extent possible, Red Back shall provide, where practicable and permitted by applicable Law, provide prior notice to the other Party Kinross of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant Party Kinross and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other Party Kinross and its legal counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Kinross Gold Corp)

Announcement and Shareholder Communications. Stars Purchaser, Jubilant and Flutter DRAXIS shall jointly each publicly announce the transactions contemplated hereby promptly immediately following the execution of this Agreement by Stars Purchaser, Jubilant and FlutterDRAXIS, the text and timing of each such announcement to be in the form approved in writing by the Parties in advancePurchaser, acting reasonablyJubilant and DRAXIS. Stars Purchaser, Jubilant and Flutter DRAXIS agree to co-operate in the preparation of presentations, if any, to Stars Shareholders or Flutter DRAXIS Shareholders regarding the transactions contemplated by this AgreementPlan of Arrangement, and no Party shall (a) issue any press release or otherwise make public announcements statements (which public statements shall not be deemed to include responding to unsolicited communications from shareholders) 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 or delayed), except as permitted by Section 5.8, or (b) subject to Section 5.5, and no Party shall make any filing with any Governmental Entity or with any Exchange with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rulesApplicable Law, 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 as soon as is practicable immediately following the making of such disclosure or filing; and provided, further, that, without limiting DRAXIS’ obligations under Section 7.2, DRAXIS shall have no obligation to consult with Purchaser or Jubilant prior to any disclosure by DRAXIS with regard to an Acquisition Proposal. Each For purposes of Stars this Section 2.10, Jubilant and Flutter shall provide, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel Purchaser shall be given, where practicable, a reasonable opportunity deemed to review constitute one and comment on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by the other Party and its legal counselsame Party.

Appears in 1 contract

Samples: Arrangement Agreement (Draxis Health Inc /Cn/)

Announcement and Shareholder Communications. Stars The Purchaser and Flutter the Company shall jointly publicly announce mutually agree on the transactions contemplated hereby promptly following form of the execution of initial press release to be issued with respect to this Agreement by Stars as soon as practicable after its due execution. The Company and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Purchaser agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders any Company Shareholders, Purchaser Shareholders, or Flutter Shareholders other securityholders of the Company or the Purchaser or the analyst community regarding the transactions contemplated by this Agreement, and no Arrangement. Each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity Authority with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed). Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing) and shall give reasonable consideration to any comments made by the other Party or its counsel; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws or stock exchange rulesLaws, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent either Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as the content of such statements and announcements are consistent with and limited in all material respects to the other Party of any material content contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties. Notwithstanding the foregoing, the restrictions set forth in this Section 2.10 related to the approval or contents of filings with Governmental Authorities will not apply with respect to filings in connection with Regulatory Approvals, the Company Circular, the Interim Order or the Final Order which are governed by other sections of this Agreement. The restrictions set forth in this Section 2.10 shall not apply to any release or public statement (a) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Company Change of Recommendation or any action taken pursuant thereto; or (b) made or proposed to be made by either Party and its legal counselin connection with any dispute between the Parties regarding this Agreement, the Arrangement or the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. Stars Hudbay and Flutter the Company shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars and Flutterthe Parties, the text and timing of such the announcement to be approved in writing by the Parties each Party in advance, acting reasonably. Stars Hudbay and Flutter the Company agree to co-operate in the preparation of presentations, if any, to Stars the Company Shareholders or Flutter the Hudbay Shareholders regarding the transactions contemplated by this Agreement, and no Party neither Hudbay nor the Company (except as permitted by Article 7) shall (a) issue any 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 applicable Party (which consent shall not be unreasonably withheld or delayed), except as permitted by Section 5.8, ) or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)applicable Party; provided, however, that the foregoing each Party shall be subject to each of Stars and Flutter’s overriding obligation permitted to make any disclosure or filing required under applicable Laws or stock exchange rules, and the applicable Party making such disclosure shall use its commercially reasonable efforts to give prior oral or written notice to the other applicable Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possiblereasonably practicable, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter shall provide, where To the extent reasonably practicable and permitted by applicable Law, Hudbay and the Company, as applicable, shall provide prior notice to the other applicable Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant receiving Party and its legal counsel shall be given, where practicable, given a reasonable opportunity to review and comment on such information prior to such information being disseminated publicly or filed with any Governmental EntityEntity and, and reasonable if such prior notice is not possible, shall be given such notice immediately following the making of such disclosure or filing. Reasonable consideration shall be given to any comments made by the other receiving Party and its legal counselcounsel pursuant to this Section 2.14. Notwithstanding the foregoing, the provisions of this Section 2.14 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Joint Circular, the Interim Order or the Final Order which are governed by other sections of this Agreement. The restrictions set forth in this Section 2.14 shall not apply to any release or public statement in connection with any dispute regarding this Agreement or the transactions contemplated hereby.

Appears in 1 contract

Samples: Arrangement Agreement (Hudbay Minerals Inc.)

Announcement and Shareholder Communications. Stars Pan American and Flutter Minefinders shall jointly each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars Pan American and FlutterMinefinders, the text and timing of such each Party’s announcement to be approved in writing by the Parties other Party in advance, acting reasonably. Stars Pan American and Flutter Minefinders agree to co-operate in the preparation of presentations, if any, to Stars Minefinders Shareholders or Flutter the Pan American Shareholders regarding the transactions contemplated by this Agreement, and no Party shall shall: (a) issue any 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 or delayed), except as permitted by Section 5.8, ; or (b) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Party (such consent not to be unreasonably withheld or delayed)Party; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’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 as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter To the extent possible, each Party shall provide, where practicable and permitted by applicable Law, provide prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, together with a draft copy of such disclosure. The relevant Such other Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the such other Party and its legal counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Minefinders Corp Ltd.)

Announcement and Shareholder Communications. Stars Stryker and Flutter Novadaq shall jointly publicly announce mutually agree on the transactions contemplated hereby promptly following the execution form of initial press release to be issued by each of them with respect to this Agreement as soon as practicable after its due execution. Except as required by Stars Law, Stryker and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Novadaq agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter Novadaq Shareholders regarding the transactions contemplated by this Agreement. Prior to the Effective Time, and no each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed). Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof, shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing) and shall consider to incorporate the comments of the other Party in good faith; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws, including Canadian Securities Laws or stock exchange rulesand U.S. Securities Laws, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent any Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as such statements and announcements to the other Party of any material extent relating to this Agreement or the Arrangement, are limited in content to that contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties with respect to this Agreement or the Arrangement. Notwithstanding the foregoing, the provisions of this Section 2.11 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Novadaq Circular, the Interim Order or the Final Order which are governed by other Party and its legal counselSections of this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Novadaq Technologies Inc)

Announcement and Shareholder Communications. Stars and Flutter ‌ The Parties shall jointly publicly announce mutually agree on the transactions contemplated hereby promptly following the execution form of initial press release to be issued by each of them with respect to this Agreement as soon as practicable after its due execution. Except as required by Stars and FlutterLaw, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter GTI Shareholders regarding the transactions contemplated by this Agreement. Prior to the Effective Time, and no each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed). Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof, shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing) and shall consider to incorporate the comments of the other Party in good faith; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws, including Canadian Securities Laws or stock exchange rulesand U.S. Securities Laws, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent any Party from making internal announcements to employees and Flutter shall provide, where practicable having discussions with shareholders and permitted by applicable Law, prior notice financial analysts and other stakeholders so long as such statements and announcements to the other Party of any material extent relating to this Agreement or the Arrangement, are limited in content to that contained in the most recent press releases, public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties with respect to this Agreement or the Arrangement. Notwithstanding the foregoing, the provisions of this Section 2.10 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Information Circular, the Interim Order or the Final Order which are governed by other Party and its legal counselSections of this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement

Announcement and Shareholder Communications. Stars and Flutter shall jointly publicly announce the transactions contemplated hereby promptly following the execution of The initial press release regarding this Agreement by Stars and FlutterAgreement, the text Arrangement and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter agree to co-operate in the preparation of presentations, if any, to Stars Shareholders or Flutter Shareholders regarding the transactions contemplated by this AgreementAgreement shall be a joint press release to be agreed upon by the Purchaser and eOne, each acting reasonably. Thereafter, none of Parties shall, and no Party none of the Parties shall (a) permit any of their respective affiliates to, issue or cause the publication of any press release or similar public announcement with respect to, or otherwise make any public announcements with respect to statement concerning, this Agreement, the Arrangement or the other transactions contemplated by this Agreement without first consulting with the Purchaser, in the case of a proposed announcement or the Plan of Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld statement by eOne or delayed), except as permitted by Section 5.8its Subsidiaries, or (b) subject eOne, in the case of a proposed announcement or statement by the Purchaser or any of its affiliates and, in each case, providing the Purchaser or eOne, as applicable, a reasonable opportunity to comment; provided, however that the restrictions set forth in this Section 5.5, make 2.11 will not apply to any filing with any Governmental Entity with respect thereto without the prior written consent of the other Party (such consent not release or public statement made or proposed to be unreasonably withheld or delayedmade by eOne in connection with a Change in Recommendation that has been made in accordance with Section 7.1(e); provided, howeverfurther, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws or stock exchange rulesLaw, and if such disclosure is required and the other Party has not reviewed or commented on such disclosure, the Party or such affiliate making such disclosure shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent either Party from (i) making internal announcements to employees and Flutter shall providehaving discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent press releases, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the other Party Parties, or (ii) making this Agreement and its legal counselthe schedules or exhibits attached hereto (which, for greater certainty, shall not include the Disclosure Letter) available to the public, whether by publishing on a website, filing with Governmental Entities or mailing to a Party’s shareholders.

Appears in 1 contract

Samples: Arrangement Agreement (Hasbro, Inc.)

Announcement and Shareholder Communications. Stars and Flutter shall The Parties agree to issue jointly publicly announce the transactions contemplated hereby promptly following the execution of a press release with respect to this Agreement by Stars as soon as practicable after its due execution. Vail and Flutter, the text and timing of such announcement to be approved in writing by the Parties in advance, acting reasonably. Stars and Flutter Whistler agree to co-operate cooperate in the preparation of presentations, if any, to Stars Shareholders or Flutter Whistler Shareholders regarding the transactions contemplated by this Agreement, and no . Each Party shall shall: (a) not issue any press release or otherwise make public announcements statements 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 withheld withheld, conditioned or delayed), except as permitted by Section 5.8, or ; and (b) subject to Section 5.5, not make any filing with any Governmental Entity with respect thereto to this Agreement or the Arrangement without the prior written consent of the other Party (such Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed. Each Party shall enable the other Party to review and comment on all such press releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing); provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under in accordance with applicable Laws or stock exchange rulesLaws, including U.S. Securities Laws, and if such disclosure or filing is required and the other Party has not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use 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 filingParty, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each For the avoidance of Stars doubt, the foregoing shall not prevent either Party from making internal announcements to employees and Flutter shall providehaving discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with and limited in content to that contained in the most recent press releases, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business disclosures or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments public statements made by the Parties. Notwithstanding the foregoing, the provisions of this Section 2.12 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Whistler Circular, the Interim Order or the Final Order which are governed by other Party and its legal counselsections of this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Vail Resorts Inc)

Announcement and Shareholder Communications. Stars ECU and Flutter Golden shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by Stars and Flutterthe Parties, the text and timing of each such announcement to be approved in writing by the Parties ECU and Golden in advance, acting reasonably. Stars Golden and Flutter ECU agree to co-operate in the preparation of presentations, if any, to Stars Shareholders the ECU Securityholders and Golden Stockholders regarding this Agreement or Flutter Shareholders regarding the transactions contemplated by this AgreementPlan of Arrangement, and no Party shall (ai) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without having provided the prior written other Party with a reasonable advance opportunity to review and comment on such press release or announcement and without the consent of the other Party (which consent shall not be unreasonably withheld delayed or delayedwithheld), except as permitted by Section 5.8, or (bii) subject to Section 5.5, make any filing with any Governmental Entity with respect thereto to this Agreement or the Plan of Arrangement without the prior written consent of consultation with the other Party Party, or (such consent not iii) issue any press release or otherwise make any public announcement updating or amending the mineral reserves or mineral resources disclosed in the ECU Public Disclosure Record or the Golden Public Disclosure Record, as the case may be, prior to be unreasonably withheld or delayed)the date of this Agreement; provided, however, that the foregoing shall be subject to each of Stars and FlutterParty’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rulesLaws, and provided that the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and provide the other Party reasonable opportunity to review or and comment on the disclosure or filing, and if such prior notice is not possible, to give such notice as soon as is practicable immediately following the making of such disclosure or filing. Each of Stars and Flutter shall provide, where practicable and permitted by applicable Law, prior notice to the other Party of any material public disclosure that it proposes to make regarding its business or operations, together, where practicable and permitted by applicable Law, with a draft copy of such disclosure. The relevant Party and its legal counsel shall be given, where practicable, 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 shall be given to any comments made by the other Party and its legal counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Golden Minerals Co)

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