Common use of Consultation Prior to Certain Communications Clause in Contracts

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 13 contracts

Samples: Merger Agreement (New Relic, Inc.), Merger Agreement (Cloudera, Inc.), Merger Agreement (RealPage, Inc.)

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Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub Parent and their respective its Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 4 contracts

Samples: Merger Agreement (Chico's Fas, Inc.), Merger Agreement (Embark Technology, Inc.), Merger Agreement (Vista Equity Partners Fund Viii, L.P.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub the Purchaser and their respective its Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, Statement without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 3 contracts

Samples: Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will shall give due good faith consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 3 contracts

Samples: Merger Agreement (Zix Corp), Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Open Text Corp)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub Parent and their respective its Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, the Schedule 13e-3, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communicationcommunication (including the Proxy Statement or the Schedule 13e-3, as applicable), and each Party will give due consideration to all reasonable additions, deletions or changes promptly suggested thereto by the other Parties or their respective counsel.

Appears in 2 contracts

Samples: Merger Agreement (R1 RCM Inc. /DE), Merger Agreement (R1 RCM Inc. /DE)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub Parent and their respective its Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, the Schedule 13E-3, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 2 contracts

Samples: Merger Agreement (Restaurant Brands International Limited Partnership), Merger Agreement (Carrols Restaurant Group, Inc.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub Purchaser and their respective its Affiliates, on the other hand, may shall not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, Statement without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 2 contracts

Samples: Series B 1 Convertible Preferred Stock Purchase Agreement (Fluidigm Corp), Series B 2 Convertible Preferred Stock Purchase Agreement (Fluidigm Corp)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub Parent and their respective its Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, the Schedule 13e-3, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 2 contracts

Samples: Merger Agreement (HireRight Holdings Corp), Merger Agreement (EngageSmart, Inc.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, the Schedule 13e-3 or any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party Party, to the extent practicable, a reasonable opportunity to review and comment on such written communication, communication and each Party will give due consideration to shall consider in good faith all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective Party and its counsel.

Appears in 1 contract

Samples: Merger Agreement (Diversey Holdings, Ltd.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, Statement without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Tufin Software Technologies Ltd.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub the Parent Entities and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, Statement or any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Atlas Technical Consultants, Inc.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, the Merger Sub Subs and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, Schedule 13E-3, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Fathom Digital Manufacturing Corp)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Blue Nile Inc)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

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Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub the Parent Entities and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Pluralsight, Inc.)

Consultation Prior to Certain Communications. The Subject to any restrictions under applicable Law, the Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff Staff with respect to the Proxy Statement, Statement or any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Cambrex Corp)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Information Statement or Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Omnicomm Systems Inc)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties Party or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Innophos Holdings, Inc.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub the Parent Entities and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pluralsight, Inc.)

Consultation Prior to Certain Communications. The Company and its AffiliatesCompany, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, Statement or any Other Required Company Filing or (including with respect to any Other Required Parent Filingof the matters described in clauses (i), (ii) and (iii) of Section 5.3(d)(ii) below), as the case may be, without first providing the other Party with a reasonable opportunity to review and comment on such written communication, and each such Party will shall give due good faith consideration to all reasonable additions, deletions or changes suggested thereto any comments made by the other Parties or their respective Party and its counsel.

Appears in 1 contract

Samples: Merger Agreement (Civitas Solutions, Inc.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, Statement or any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party Party, to the extent practicable, a reasonable opportunity to review and comment on such written communication, communication and each Party will give due consideration to shall consider in good faith all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective Party and its counsel.

Appears in 1 contract

Samples: Merger Agreement (Cision Ltd.)

Consultation Prior to Certain Communications. The Company and its Affiliates, on the one hand, and Parent, Merger Sub and their respective Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement, Statement or any Other Required Company Filing or any Other Required Parent Filing, as the case may be, without first providing the other Party a reasonable opportunity to review and comment on such written communication, and each Party will give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties or their respective counsel.

Appears in 1 contract

Samples: Merger Agreement (Mobileiron, Inc.)

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