Cleansing Statement; Consent to Disclosure. (a) SPAC shall, by no later than 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the PIPE Subscription Agreements and the Transactions and any other material, non-public information that Pubco or SPAC or their respective representatives has provided to Sponsor at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to Pubco and SPAC’s knowledge, Sponsor shall not be in possession of any material, non-public information received from Pubco, SPAC or the Company or any of their respective officers, directors, employees or agents relating to the transactions contemplated by this Agreement, and Sponsor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Pubco, the Company, SPAC or any of their affiliates, relating to the transactions contemplated by this Agreement.
(b) Sponsor hereby consents to the publication and disclosure in any press release issued by Pubco, SPAC or the Company or any other filing with the Commission by SPAC or Pubco in connection with the execution and delivery of the Business Combination Agreement and the Proxy Statement (and as and to the extent otherwise required by the federal securities laws or the Commission or any other securities authorities, any other documents or communications provided by Pubco, SPAC or the Company or any of their respective affiliates to any governmental authority or to securityholders of SPAC, Pubco or the Company) of Sponsor’s identity and beneficial ownership of the Backstop Shares and the nature of Sponsor’s commitments, arrangements and understandings under and relating to this Agreement, and if deemed appropriate by Pubco, SPAC or the Company, a copy of this Agreement. Sponsor will promptly provide any information reasonably requested by SPAC, Pubco or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the Commission).
Cleansing Statement; Consent to Disclosure. (a) Bridgetown 2 shall, by no later than 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Transactions and any other material, nonpublic information that the Issuer or Bridgetown 2 or their respective representatives has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Issuer’s and Bridgetown 2’s knowledge, Subscriber shall not be in possession of any material, non-public information received from the Issuer or Bridgetown 2 or any of their respective officers, directors, employees or agents (including the Placement Agents) relating to the transactions contemplated by this Subscription Agreement, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Issuer, Bridgetown 2 or any of their affiliates or agents, relating to the transactions contemplated by this Subscription Agreement.
(b) Neither Bridgetown 2 nor the Issuer shall issue any press releases or other public communications relating to the transactions contemplated hereby that reference the Subscriber or its affiliates or investment advisers by name without the prior written consent of Subscriber. This restriction shall not apply to the extent public disclosure is required by applicable securities law, any governmental authority or stock exchange rule or as otherwise requested by the staff of the Commission or the request of any other regulatory or governmental agency; provided, that in the event such disclosure is required, Bridgetown 2 or the Issuer, as applicable, shall to the extent practicable and legally permissible, provide Subscriber with prior written notice of such permitted disclosure and consider, in good faith, any comments provided by Subscriber.
Cleansing Statement; Consent to Disclosure. 7.1 The Issuer shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, and by the Other Subscription Agreements and the Transactions and any other material, nonpublic information relating to the Company, the Issuer, Irish Holdco, Sellers that the Company, the Issuer, Irish Holdco, Sellers or any of their respective officers, directors, employees or agents (including the Placement Agents) has provided to Subscriber or any of Subscriber’s affiliates, attorneys, agents or representatives at any time prior to the filing of the Disclosure Document. From and after the publication of such Disclosure Document, Subscriber shall not be in possession of any material, non-public information received from the Company, Irish Holdco, the Issuer, Sellers or any of their respective officers, directors, employees or agents (including the Placement Agents) in connection with the transactions contemplated by this Subscription Agreement and the Transactions, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Company, the Issuer, Irish Holdco, Sellers, the Placement Agents or any of their respective affiliates.
7.2 Subscriber hereby consents to the publication and disclosure in or of (i) any press release issued by Irish Holdco, the Issuer or the Company or the Form 8-K filed by the Issuer with the Commission in connection with the execution and delivery of the Business Combination Agreement, the proxy statement, or any other filing with the Commission pursuant to applicable securities laws, in each case as and to the extent required by the federal securities laws or the Commission or any other securities authorities and (ii) any other documents or communications provided by Irish Holdco, the Issuer or the Company to any governmental authority or to securityholders of the Issuer, in each case, as and to the extent required by applicable law or the Commission or any other governmental authority, of Subscriber’s name and identity and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed required or appropriate by Irish ...
Cleansing Statement; Consent to Disclosure. The Issuer shall, by 9:00 a.m., New York City time, by the first (1st) Business Day immediately following the date of this Subscription Agreement (the “Disclosure Time”), issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Merger Agreement and the Transactions, including the form of this Subscription Agreement (collectively, the “Disclosure Document”). From and after the issuance of the Disclosure Document, Subscriber shall not be in possession of any material, non-public information received from the Issuer or any of its officers, directors, employees, affiliates or agents, including, without limitation, the Placement Agents, relating to the transactions contemplated by this Subscription Agreement, and upon the earlier of (i) the Disclosure Time and (ii) the issuance of the Disclosure Document, the Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Issuer or any of its officers, directors, employees, affiliates or agents, including, without limitation, the Placement Agents, relating to the transactions contemplated by this Subscription Agreement. The Issuer understands and confirms that the Subscriber and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Issuer.
Cleansing Statement; Consent to Disclosure. 8.1 The Issuer shall, following the date of this Investment Agreement, promptly issue one (1) or more press releases or file with the Commission a Current Report on Form 6-K disclosing all material terms of the transactions contemplated hereby. From and after the publication of such Form 6-K, each of the Mxxxxxx Investor and SF Parties shall not be in possession of any material, non-public information received from the Issuer or any of its officers, directors, employees or agents in connection with the transactions contemplated by this Investment Agreement.
8.2 Each of the Mxxxxxx Investor and SF Parties hereby consents to the publication and disclosure in (i) any press release or Current Report on Form 6-K issued or filed with the Commission by the Issuer in connection with the execution and delivery of this Investment Agreement or any other filing with the Commission pursuant to applicable securities laws, in each case as and to the extent required by the federal securities laws or the Commission or any other securities authorities and (ii) any other documents or communications provided by the Issuer to any governmental authority or to securityholders of the Issuer, in each case, as and to the extent required by applicable law or the Commission or any other governmental authority, of each of the Mxxxxxx Investor’s and SF Parties’ names and identities and the nature of each of the Mxxxxxx Investor’s and SF Parties’ commitments, arrangements and understandings under and relating to this Investment Agreement and, if deemed required or appropriate by the Issuer, a form (excluding details specific and personal to the Mxxxxxx Investor) of this Investment Agreement; provided that, in the case of such disclosures by the Issuer, the Issuer shall provide the Mxxxxxx Investor and SF Parties with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with the Mxxxxxx Investor and SF Parties regarding such disclosure, in each case, to the extent such disclosure specifically names the Mxxxxxx Investor. The and SF Parties. Each of the Mxxxxxx Investor and SF Parties will promptly provide any information reasonably requested by the Issuer for any regulatory application or filing made or approval sought in connection with the transactions contemplated in this Investment Agreement (including filings with the Commission).
Cleansing Statement; Consent to Disclosure. The Company shall, by no later than the second (2nd) business day immediately following the date of this Backstop Subscription Agreement, issue one (1) or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby.
Cleansing Statement; Consent to Disclosure. (a) Altimeter shall, by no later than 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Transactions and any other material, nonpublic information that the Issuer or Altimeter or their respective representatives has provided to the Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Issuer and Altimeter’s knowledge, Subscriber shall not be in possession of any material, non-public information received from the Issuer, Altimeter or the Company or any of their respective officers, directors, employees or agents relating to the transactions contemplated by this Subscription Agreement, and the Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Issuer, the Company, Altimeter or any of their affiliates, relating to the transactions contemplated by this Subscription Agreement.
1 Note to Altimeter: Please confirm.
Cleansing Statement; Consent to Disclosure. The Company shall, by no later than the first (1st) business day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and the Transaction and any other material, nonpublic information that the Company or its representatives has provided to the Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Company’s knowledge, Subscriber shall not be in possession of any material, non-public information received from the Company or any of its officers, directors, employees or agents (including the Placement Agents) relating to the transactions contemplated by this Subscription Agreement, and the Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Company or any of their affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not publicly disclose the name of Subscriber or any of its affiliates, or include the name of Subscriber or any of its affiliates in any press release or in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of the Subscriber, except (i) as required by the federal securities laws, rules or regulations, (ii) as required by Nasdaq rules or regulations or (iii) at the request of the Staff of the SEC or other regulatory agency, and in each case under (i), (ii) or (iii), only after giving notice to Subscriber, to the extent permitted by law. The Subscriber will promptly provide any information reasonably requested by the Company for any regulatory application or filing made or approval sought in connection with the Transaction (including filings with the SEC).
