Compliance with Disclosure Obligations. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from complying with Rules 14-a-9, 14d-9 and 14e-2(a) promulgated under the Exchange Act. Without limiting the foregoing, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d).
Compliance with Disclosure Obligations. The Company is a “disclosing entity” under the Corporations Act and, as such, is subject to regular reporting and disclosure obligations under both the Corporations Act and the ASX Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise. In particular, the Company is obliged to continuously disclose to the market immediately any information which a reasonable person would expect to have a material effect on the price or the value of the Shares. The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a directors’ statement and report, and an audit report or review. Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office. The Company will provide a copy of each of the following documents, free of charge, to any person on request:
(a) the annual financial report most recently lodged by the Company with ASIC, being the financial report of the Company for the year ended 30 June 2021;
(b) any half-year financial report lodged by the Company with ASIC after the lodgement of the annual financial report referred to in paragraph (a) and before the lodgement of this Cleansing Notice with ASX; and
(c) any continuous disclosure notices given by the Company to ASX after the lodgement of the annual financial report referred to in paragraph (a) and before the lodgement of this Cleansing Notice with ASX. A list of the continuous disclosure notices given by the Company to ASX after lodgement of the annual financial report referred to in paragraph (a) above and before the lodgement of this Cleansing Notice with ASX is set out in the table below.
Compliance with Disclosure Obligations. Nothing contained in Section 6.1 and 6.2 shall prohibit Richmont from responding through a directors’ circular or otherwise as required by applicable securities Laws to an unsolicited Acquisition Proposal that the Richmont Board determines is not a Superior Proposal.
Compliance with Disclosure Obligations. Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from complying with Rules 14-a-9, 14d-9 and 14e-2(a) promulgated under the Exchange Act if, in the good faith judgment of the Board of Directors of the Company, after consultation with its outside legal and financial advisors, such disclosure is required in order for the Board of Directors of the Company to comply with its fiduciary obligations, or is otherwise required under applicable Law; provided, however, that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 5.3(d).
Compliance with Disclosure Obligations. Nothing contained in this Agreement shall prohibit the Board of Directors of the Company from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, or (ii) making any other statement or disclosure to the Company’s stockholders if the Board of Directors of the Company determines in good faith (after consultation with its outside counsel) that the failure to make such statement or disclosure would reasonably be expected to be a breach of fiduciary duties to the Company’s stockholders under applicable law; provided, however, that, in each case, any such statements or disclosures will be subject to the terms and conditions of this Agreement; and provided, further, that unless the Board of Directors of the Company expressly publicly reaffirms its recommendation of the Merger in connection with such statement or disclosure, such statement or disclosure (other than a “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Company Change of Recommendation in breach of Section 5.2(a)(ii) unless the Company shall have complied with Section 5.3(d) in connection therewith.
Compliance with Disclosure Obligations. Except as set forth in Section 5.13 of the Disclosure Schedule, Parent has publicly filed, under its profile on System for Electronic Document Analysis and Retrieval, all documents required to be filed by it in accordance with applicable Securities Laws with the Securities Authorities and/or the CSE since May 30, 2019 (collectively, the “Parent Disclosure Documents”). The Parent has timely filed or furnished all Parent Disclosure Documents required to be filed or furnished by the Parent with any Governmental Authority (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of National Instrument 51-102 – Continuous Disclosure Obligations). Since May 30, 2019, Parent has not filed any confidential material change report with any securities regulatory authority which remains confidential. Each of the Parent Disclosure Documents: (i) complied when filed with the requirements of applicable Securities Laws; except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, and (ii) did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any material misrepresentation, untrue statement of material fact or omit to state a material fact required to be stated therein or required in order to make the statements therein, in light of the circumstances under which they were made.
Compliance with Disclosure Obligations. Nothing contained in Section 6.1 and 6.2 shall prohibit Carlisle from responding through a directors’ circular or otherwise as required by applicable securities Laws to an unsolicited Carlisle Acquisition Proposal that the Carlisle Board determines is not a Superior Proposal.
Compliance with Disclosure Obligations. NEP is in compliance in all material respects with its disclosure obligations under applicable federal securities Laws and the NYSE rules and regulations as of the date of this Agreement.
Compliance with Disclosure Obligations. Nothing contained in this Agreement shall prohibit the Company or the Company Board from complying with Rules 14a-9, 14d-9, 14e-2(a) promulgated under the Exchange Act, if, in the good faith judgment of the Company Board, after consultation with its outside legal and financial advisors, such disclosure is required in order for the Company Board to comply with its fiduciary obligation, or is otherwise required under applicable Legal Requirements, provided that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Change of Recommendation unless the Company Board expressly publicly reaffirms its Board Recommendation (i) in such communication or (ii) within two (2) Business Days after requested to do so by Merger Corp. Without limiting the foregoing, the Company shall not effect a Change of Recommendation (including any change of recommendation pursuant to the last paragraph of Section 8.1(d)) unless specifically permitted pursuant to the terms of Section 8.1(d).
Compliance with Disclosure Obligations. 7.1 NewMed is, and has at all times since 1 January 2022 been, in compliance in all material respects with its obligations to disclose inside information as soon as possible under the Israeli Securities Law and TASE bylaws.
7.2 Each NewMed Public Document published since 1 January 2022 as at its date (or, if amended and re-published prior to the date of this Agreement, as of the date of such amendment and re-publication) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
7.3 Except for the disclosure of the Transaction, NewMed is not delaying the disclosure to the public of inside information (as defined in the Israeli Securities Law).
