Common use of Announcement and Shareholder Communications Clause in Contracts

Announcement and Shareholder Communications. (a) GAA, GG and FCR shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by each of the Parties, the text and timing of each Party’s announcement to be approved in writing by the other Parties in advance, acting reasonably. GAA, GG and FCR agree to co-operate in the preparation of presentations, if any, to GAA 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 Parties (which consent shall not be unreasonably withheld, delayed or conditioned); or (b) make any filing with any Governmental Entity with respect thereto without the prior written consent of the other Parties; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Parties and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. (b) To the extent possible from and after the date hereof and until the Effective Date GAA shall provide prior notice to GG and FCR, and FCR shall provide prior notice to GAA, of any material public disclosure that GAA or FCR, as the case may be, proposes to make regarding its business or operations, together with a draft copy of such disclosure. GG and FCR, or GAA, as the case may be, and their respective legal counsel, shall be given a reasonable opportunity to review and comment on such disclosure prior to such disclosure being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given by GAA or FCR, as the case may be, to any comments made by GG and FCR, or GAA, as the case may be, and their respective counsel.

Appears in 1 contract

Samples: Arrangement Agreement (Gazit-Globe LTD)

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Announcement and Shareholder Communications. (a) GAA, GG and FCR shall each publicly announce the transactions contemplated hereby promptly following the execution of The Parties agree to issue jointly a press release with respect to this Agreement by each of the Parties, the text as soon as practicable after its due execution. Vail and timing of each Party’s announcement to be approved in writing by the other Parties in advance, acting reasonably. GAA, GG and FCR Whistler agree to co-operate cooperate in the preparation of presentations, if any, to GAA Whistler Shareholders regarding the transactions contemplated by this Agreement, and no . Each Party 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 Parties (Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed; or and (b) 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 PartiesParty, which consent shall not be unreasonably 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 Party’s overriding obligation to make any disclosure or filing in accordance with applicable Laws, including U.S. Securities Laws, and if such disclosure or filing is required under applicable Laws and the other Party has not reviewed or stock exchange rules and commented on the disclosure or filing, the Party making such disclosure or filing shall use all commercially reasonable efforts to give prior oral or written notice to the other Parties and reasonable opportunity to review or comment on the disclosure or filingParty, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. (b) To . For the extent possible avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and after having 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 date hereof and until the Effective Date GAA shall provide prior notice to GG and FCRmost recent press releases, and FCR shall provide prior notice to GAA, of any material public disclosure that GAA disclosures or FCR, as the case may be, proposes to make regarding its business or operations, together with a draft copy of such disclosure. GG and FCR, or GAA, as the case may be, and their respective legal counsel, shall be given a reasonable opportunity to review and comment on such disclosure prior to such disclosure being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given by GAA or FCR, as the case may be, to any comments public statements made by GG and FCRthe Parties. Notwithstanding the foregoing, the provisions of this Section 2.12 related to the approval or GAAcontents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, as the case may beWhistler Circular, and their respective counselthe Interim Order or the Final Order which are governed by other sections of this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Vail Resorts Inc)

Announcement and Shareholder Communications. (a) GAA, GG The Parties shall issue a joint press release with respect to this Agreement and FCR shall each publicly announce the transactions contemplated hereby promptly Arrangement as soon as practicable following the execution of this Agreement by each of the PartiesAgreement, the text and timing of each Party’s such announcement to be in form and substance approved in writing by the other Parties Aris and GCM in advance, acting reasonablyreasonably and without delay. GAAThe Parties consent to this Agreement and forms of each of the Aris Voting Agreements and the GCM Voting Agreements being filed on SEDAR, GG subject to any redactions that are agreed to between the Parties acting reasonably and FCR permitted under Securities Laws. (b) Aris and GCM agree to co-operate cooperate and participate: (i) in the preparation of presentationspresentations to Aris Shareholders, if anyGCM Shareholders or the analyst community regarding the Arrangement; (ii) in issuing any press releases or otherwise making public statements or public disclosures with respect to this Agreement or the Arrangement; and (iii) in making any filing with any Governmental Entity or with any stock exchange, with respect to GAA Shareholders regarding this Agreement or the Arrangement or the transactions contemplated hereby and thereby. Each of Aris and GCM shall use commercially reasonable efforts to enable the other Party and its Representatives to review and comment on all such press releases, presentations, public statements and filings prior to the release or filing, respectively, thereof and reasonable consideration shall be given to any comments made by this Agreement, the other Party and no Party their Representatives. (c) Neither Aris nor GCM shall: (ai) 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 Parties Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (bii) make any filing with any Governmental Entity or with any stock exchange with respect thereto without prior consultation with the prior written consent other Party, in each case, except as set out in this Agreement. (d) The obligations of the other Parties; provided, however, that the foregoing Parties set out in Sections 2.13(b) and 2.13(c) shall be subject to to: (i) each Party’s overriding obligation to make any disclosure or filing required under applicable Laws Law or stock exchange rules rules; and (ii) the Party making such any disclosure shall use all using commercially reasonable efforts to give prior oral or written notice to the other Parties and reasonable opportunity to review or comment on the disclosure or filingParty, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. (be) To the extent possible Nothing in this Section 2.13 shall prevent either Party from making internal announcements to employees and after the date hereof consultants, having discussions with shareholders and until the Effective Date GAA shall provide prior notice to GG financial analysts and FCR, and FCR shall provide prior notice to GAA, of any material public disclosure that GAA or FCR, as the case may be, proposes to make regarding its business or operations, together with a draft copy of such disclosure. GG and FCRother stakeholders, or GAAfrom including disclosures in subsequent filings required under Securities Laws so long as such statements and announcements are consistent in all material respects with the most recent press releases, as public disclosures or public statements made by the case may berelevant Party, and their respective legal counsel, unless such Party has made a Change in Recommendation that is not in breach of this Agreement. (f) The restrictions set forth in this Section 2.13 shall be given a reasonable opportunity to review and comment on such disclosure prior to such disclosure being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given by GAA or FCR, as the case may be, not apply to any comments release or public statement made or proposed to be made by GG and FCRa Party in connection with: (i) any dispute regarding this Agreement or the transactions contemplated hereby; or (ii) a Change in Recommendation by a Party that is not in breach of this Agreement, or GAA, as the case may be, and their respective counselany action taken pursuant thereto.

Appears in 1 contract

Samples: Arrangement Agreement (Aris Mining Corp)

Announcement and Shareholder Communications. (a) GAA, GG Stryker and FCR Novadaq shall each publicly announce mutually agree on the transactions contemplated hereby promptly following the execution form of this Agreement initial press release to be issued by each of the Partiesthem with respect to this Agreement as soon as practicable after its due execution. Except as required by Law, the text Stryker and timing of each Party’s announcement to be approved in writing by the other Parties in advance, acting reasonably. GAA, GG and FCR Novadaq agree to co-operate cooperate in the preparation of presentations, if any, to GAA Novadaq Shareholders regarding the transactions contemplated by this Agreement. Prior to the Effective Time, and no each Party 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 Parties (Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed; or and (b) 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 PartiesParty, which consent shall not be unreasonably 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 Party’s overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Canadian Securities Laws and U.S. Securities Laws, and if such disclosure or filing is required under applicable Laws and the other Party has not reviewed or stock exchange rules and commented on the disclosure or filing, the Party making such disclosure or filing shall use all commercially reasonable efforts to give prior oral or written notice to the other Parties and reasonable opportunity to review or comment on the disclosure or filingParty, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. (b) To . For the avoidance of doubt, the foregoing shall not prevent any Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements to the extent possible from and after relating to this Agreement or the date hereof and until Arrangement, are limited in content to that contained in the Effective Date GAA shall provide prior notice to GG and FCRmost recent press releases, and FCR shall provide prior notice to GAA, of any material public disclosure that GAA disclosures or FCR, as the case may be, proposes to make regarding its business or operations, together with a draft copy of such disclosure. GG and FCR, or GAA, as the case may be, and their respective legal counsel, shall be given a reasonable opportunity to review and comment on such disclosure prior to such disclosure being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given by GAA or FCR, as the case may be, to any comments public statements made by GG and FCRthe Parties with respect to this Agreement or the Arrangement. Notwithstanding the foregoing, the provisions of this Section 2.11 related to the approval or GAAcontents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, as the case may beNovadaq Circular, and their respective counselthe Interim Order or the Final Order which are governed by other Sections of this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Novadaq Technologies Inc)

Announcement and Shareholder Communications. (a) GAA, GG and FCR shall each publicly announce the transactions contemplated hereby promptly following the execution of The Parties agree to issue jointly a press release with respect to this Agreement by each of after its due execution and at a time to be mutually agreeable to the Parties, the text . MZKR and timing of each Party’s announcement to be approved in writing by the other Parties in advance, acting reasonably. GAA, GG and FCR Instadose agree to co-operate cooperate in the preparation of presentations, if any, to GAA Instadose Shareholders regarding the transactions contemplated by this Agreement, and no . Each Party 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 Parties (Party, which consent shall not be unreasonably withheld, delayed conditioned, or conditioned)delayed; or and (b) 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 PartiesParty, which consent shall not be unreasonably 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 Party’s overriding obligation to make any disclosure or filing in accordance with applicable Laws, including U.S. Securities Laws, and if such disclosure or filing is required under applicable Laws and the other Party has not reviewed or stock exchange rules and commented on the disclosure or filing, the Party making such disclosure or filing shall use all commercially reasonable efforts to give prior oral or written notice to the other Parties and reasonable opportunity to review or comment on the disclosure or filingParty, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. (b) To . For the extent possible avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and after having 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 date hereof and until the Effective Date GAA shall provide prior notice to GG and FCRmost recent press releases, and FCR shall provide prior notice to GAA, of any material public disclosure that GAA disclosures or FCR, as the case may be, proposes to make regarding its business or operations, together with a draft copy of such disclosure. GG and FCR, or GAA, as the case may be, and their respective legal counsel, shall be given a reasonable opportunity to review and comment on such disclosure prior to such disclosure being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given by GAA or FCR, as the case may be, to any comments public statements made by GG and FCRthe Parties. Notwithstanding the foregoing, the provisions of this Section 2.12 related to the approval or GAAcontents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, as the case may beInstadose Circular, and their respective counselthe Interim Order or the Final Order which are governed by other sections of this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Instadose Pharma Corp.)

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Announcement and Shareholder Communications. (a) GAA, GG Kinross and FCR Red Back shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by each of the PartiesKinross and Red Back, the text and timing of each Party’s announcement to be approved in writing by the other Parties Party in advance, acting reasonably. GAA, GG Kinross and FCR Red Back agree to co-operate in the preparation of presentations, if any, to GAA Red Back Shareholders or the Kinross 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 Parties Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (b) make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other PartiesParty; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Parties Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. (b) . To the extent possible from and after the date hereof and until the Effective Date GAA possible, Red Back shall provide prior notice to GG and FCR, and FCR shall provide prior notice to GAA, Kinross of any material public disclosure that GAA or FCR, as the case may be, it proposes to make regarding its business or operations, together with a draft copy of such disclosure. GG Kinross and FCR, or GAA, as the case may be, and their respective its legal counsel, counsel shall be given a reasonable opportunity to review and comment on such disclosure information prior to such disclosure information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given by GAA or FCR, as the case may be, to any comments made by GG Kinross and FCRits counsel. (i) Red Back shall not make any public disclosure in respect of Red Back or the Chirano Property or the Tasiast Property, including with respect to drill results, except as may be required by Law or GAA, as the case may bein accordance with its disclosure obligations with reasonable prior notice to Kinross by delivery of a copy of any such draft disclosure, and their respective counsel(ii) Red Back shall not engage in any marketing activities with respect to Red Back or the Chirano Property or the Tasiast Property, except (x) in respect of those events that have been previously scheduled and for which Kinross has provided its consent or (y) disclosure required to be made by Red Back pursuant to this Agreement.

Appears in 1 contract

Samples: Arrangement Agreement (Kinross Gold Corp)

Announcement and Shareholder Communications. (a) GAA, GG Hudbay and FCR the Company shall each jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by each of the Parties, the text and timing of each Party’s the announcement to be approved in writing by the other Parties each Party in advance, acting reasonably. GAA, GG Hudbay and FCR the Company agree to co-operate in the preparation of presentations, if any, to GAA the Company Shareholders or the Hudbay Shareholders regarding the transactions contemplated by this Agreement, and no Party shall: 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 Parties applicable Party (which consent shall not be unreasonably withheld, delayed withheld or conditioned); delayed) or (b) make any filing with any Governmental Entity with respect thereto without the prior written consent of consultation with the other Partiesapplicable Party; provided, however, that the foregoing each Party shall be subject to each Party’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 all its commercially reasonable efforts to give prior oral or written notice to the other Parties 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 immediately following the making of such disclosure or filing. (b) . To the extent possible from reasonably practicable and after permitted by Law, Hudbay and the date hereof and until the Effective Date GAA Company, as applicable, shall provide prior notice to GG and FCR, and FCR shall provide prior notice to GAA, the other applicable Party of any material public disclosure that GAA or FCR, as the case may be, it proposes to make regarding its business or operations, together with a draft copy of such disclosure. GG The receiving Party and FCR, or GAA, as the case may be, and their respective its legal counsel, counsel shall be given a reasonable opportunity to review and comment on such disclosure information prior to such disclosure 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 by GAA or FCR, as the case may be, to any comments made by GG the receiving Party and FCRits counsel pursuant to this Section 2.14. Notwithstanding the foregoing, the provisions of this Section 2.14 related to the approval or GAAcontents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, as the case may beJoint Circular, and their respective counselthe 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.)

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