Common use of Documentation and Information Clause in Contracts

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 3 contracts

Sources: Tender and Support Agreement, Tender and Support Agreement (Roche Holding LTD), Tender and Support Agreement (Ignyta, Inc.)

Documentation and Information. Except as required by applicable Law law (including without limitation the filing of a Schedule 13D or Schedule 13G or amendment thereto, as applicable, with the SEC which may include this Agreement as an exhibit thereto), such Stockholder the Shareholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (Parent; provided, however, that such consent shall not be required to be unreasonably withheld)the extent that any such announcement is consistent with the prior public announcements made by the Company in connection with this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby. Such Stockholder The Shareholder consents to and hereby authorizes Parent and Purchaser Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholderthe Shareholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholderthe Shareholder’s commitments and obligations under this Agreement, and such Stockholder the Shareholder acknowledges that Parent and Purchaser may, Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder The Shareholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder the Shareholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 3 contracts

Sources: Merger Agreement (Landauer Inc), Tender and Support Agreement (Fortive Corp), Tender and Support Agreement (Gilead Capital LP)

Documentation and Information. Except as required by applicable Law (including without limitation Law, the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject Covered Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder Each party hereto agrees to use its reasonable best efforts to promptly (a) give Parent the other party any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly (b) notify Parent the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder party shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 3 contracts

Sources: Voting and Support Agreement (Blackstone Holdings III L.P.), Voting and Support Agreement (Blackstone Holdings III L.P.), Voting and Support Agreement (Blackstone Holdings III L.P.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder the P2 Parties shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such which consent not to may be unreasonably withheldwithheld in Parent’s sole discretion). Such Stockholder Each of the P2 Parties consents to and hereby authorizes the Company, Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s the P2 Parties’ identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s the P2 Parties’ commitments and obligations under this Agreement, and such Stockholder each of the P2 Parties acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder Each of the P2 Parties agrees to promptly give Parent any information it that is in its possession that Parent may reasonably require request for the preparation of any such disclosure documents, and such Stockholder each of the P2 Parties agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder the P2 Parties shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 3 contracts

Sources: Merger Agreement (Blackhawk Network Holdings, Inc), Voting and Support Agreement (Silver Lake Group, L.L.C.), Voting and Support Agreement (P2 Capital Partners, LLC)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Such Each Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such each Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Each Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 3 contracts

Sources: Merger Agreement (On24 Inc.), Voting and Support Agreement (Indaba Capital Management, L.P.), Voting and Support Agreement (On24 Inc.)

Documentation and Information. Except as required by applicable Law Laws (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such no Stockholder (solely in its capacity as such) shall, and each Stockholder shall direct such Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Parent. Each Stockholder (such consent not to be unreasonably withheld). Such Stockholder solely in its capacity as such) consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s the Stockholders’ identity and ownership of the each Stockholder’s Subject SharesShares or Subject Equity Awards, the existence of this Agreement and the nature of such each Stockholder’s commitments and obligations under this Agreement, and such each Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Each Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 3 contracts

Sources: Voting Agreement (Paragon 28, Inc.), Voting Agreement (Zimmer Biomet Holdings, Inc.), Voting Agreement (Paragon 28, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not, and, if such Stockholder is not a natural person, shall cause its Affiliates and its and their respective Representatives not to, make any public announcement announcement, issue any press release or make any other public statement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (Trecora Resources), Tender and Support Agreement (New Home Co Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (Allergan PLC), Tender and Support Agreement (Tobira Therapeutics, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such the Stockholder shall not, and shall direct such Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed, and such the Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, Merger Sub may file this Agreement or a form hereof with the SEC or any other Governmental EntityEntity as required under applicable Law. Such The Stockholder agrees to promptly give Parent any information it in the possession of the Stockholder that the Stockholder may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law (provided, that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Such Stockholder consents to and hereby authorizes Parent and Parent, the Purchaser and/or their affiliates to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Parent, the Purchaser and/or their affiliates reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Parent, the Purchaser and/or their respective affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder agrees to promptly give Parent each of Parent, the Purchaser and/or their respective affiliates any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (PLX Technology Inc), Tender and Support Agreement (PLX Technology Inc)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)Legal Requirements, such each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not Parent, other than to be unreasonably withheld)amend the Schedule 13D to disclose this Agreement as contemplated in Section 3.4 herein. Such Each Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by of the Merger Agreementother Transactions, such Stockholder’s identity and ownership of the Subject Covered Shares, the existence of this Agreement and the nature of such each Stockholder’s commitments and obligations under this Agreement, and such each Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Stockholder Each party hereto agrees to use its reasonable best efforts to promptly (a) give Parent the other party any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly (b) notify Parent the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder party shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Voting and Support Agreement (Mirati Therapeutics, Inc.), Voting and Support Agreement (Mirati Therapeutics, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder Such Shareholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required to be disclosed by applicable Law, including disclosures pursuant to Exchange Act Section 13(d) and Section 16 (provided that reasonable notice of any such disclosure will be provided to Parent). The Shareholders hereby notify Parent that they (i) intend to jointly file an amendment to their Schedule 13D filed on June 30, 2016 to disclose their entry into this Agreement and the transactions contemplated hereby and (ii) each intend to file reports on Form 4 to disclose the sale of the applicable Subject Shares. Such Stockholder Shareholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such StockholderShareholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder Shareholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, may file this Agreement or a form hereof with the SEC or with any other Governmental Entity. Such Stockholder Shareholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder Shareholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Shareholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (Duravant LLC), Tender and Support Agreement

Documentation and Information. Except as required by applicable Law (including without limitation limitation, the filing of a Schedule 13D with the SEC which may include this Agreement agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this agreement, the Merger Agreement, the Merger Agreement Transactions or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement agreement and the nature of such Stockholder’s commitments and obligations under this Agreementagreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (Carbon Black, Inc.), Tender and Support Agreement (Vmware, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement, Tender and Support Agreement (ARMO BioSciences, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent Parent, the Company and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by of the Merger Agreementother Transactions, in each case regarding such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (Loxo Oncology, Inc.), Tender and Support Agreement

Documentation and Information. Except as required by applicable Law (including without limitation From the filing date of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)until the Closing, such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or Contemplated Transactions and the other transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except (a) as may be required by applicable Legal Requirements (provided that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheld)Parent) or (b) to the extent such announcement contains information that has been previously disclosed publicly. Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject SharesContemplated Transactions, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Stockholder agrees to promptly give Parent and the Company any information it either may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Voting Agreement (Tetraphase Pharmaceuticals Inc), Voting Agreement (Acelrx Pharmaceuticals Inc)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement, Tender and Support Agreement (Jazz Pharmaceuticals PLC)

Documentation and Information. Except as required by applicable Law (including without limitation From the filing date of a Schedule 13D with thus Agreement until the SEC which may include this Agreement as an exhibit thereto)Closing, such the Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or Contemplated Transactions and the other transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except (a) as may be required by applicable Legal Requirements (provided that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheld)Parent) or (b) to the extent such announcement contains information that has been previously disclosed publicly. Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject SharesContemplated Transactions, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such The Stockholder agrees to promptly give Parent and the Company any information it either may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent and the Company upon becoming aware of any required corrections with respect to any written information supplied by it the Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Exchange Agreement (Acelrx Pharmaceuticals Inc), Exchange Agreement (Tetraphase Pharmaceuticals Inc)

Documentation and Information. Except as required by applicable Law law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Such Stockholder consents to and hereby authorizes Parent and Purchaser Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject SharesShares and/or, if applicable, Warrants and/or Company Stock Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (Inhibitex, Inc.), Tender and Support Agreement (Inhibitex, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent to the extent reasonably practicable). Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary is required in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject SharesSecurities, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntitySEC. Such Stockholder agrees agrees, as to himself or itself, to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Tender and Support Agreement (Nimble Storage Inc), Tender and Support Agreement (Hewlett Packard Enterprise Co)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such No Stockholder shall (and the Stockholders shall cause their respective controlled Affiliates, excluding the Company, not to) make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure if requested by ▇▇▇▇▇▇). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent and Purchaser to publish the Company of such Stockholder’s identity and disclose in all documents and schedules filed with holding of the SECCovered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release or release, the Proxy Statement and any other disclosure document that Parent or Purchaser reasonably determines to be necessary required in connection with the OfferMerger Agreement, the Merger and any Mergers and/or the other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such each Stockholder acknowledges that Parent and Purchaser the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority or securities exchange. Such Each Stockholder agrees to promptly give the Company and Parent any information it may reasonably require for the preparation of any such disclosure documents, and such each Stockholder agrees to promptly notify the Company and Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Voting Agreement (Urstadt Biddle Properties Inc), Voting Agreement (Regency Centers Lp)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such The Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law or in compliance with the rules or regulations of the SEC, any other Governmental Entity or the Nasdaq or any other national securities exchange as determined in the reasonable discretion of the Stockholder in consultation with his, her or its counsel (provided that notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, Merger Sub will file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such The Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it the Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 2 contracts

Sources: Voting Agreement (Endologix Inc /De/), Voting Agreement (TriVascular Technologies, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheldwithheld or delayed), except as may be required by applicable Law (provided that reasonable advance notice of any such disclosure shall be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SECSEC or other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary is required in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityEntity or securities exchange. Such Stockholder agrees to promptly give provide Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Lumos Pharma, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of both the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to the Company and Parent, and such Stockholder will consider in good faith the reasonable comments of the Company and Parent with respect to such disclosure and otherwise cooperate with the Company and Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent and Purchaser to publish the Company of such Stockholder’s identity and disclose in all documents and schedules filed with holding of the SECCovered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release or release, the Proxy Statement and any other disclosure document that Parent or Purchaser reasonably determines to be necessary required in connection with the OfferMerger Agreement, the Merger Mergers and any the transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such each Stockholder acknowledges that Parent and Purchaser the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityEntity or securities exchange. Such Stockholder agrees to promptly give the Company and Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Voting Agreement (Synnex Corp)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such the Stockholder shall not, and shall direct such Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject Shares[, Company Stock Options and Company RSUs], the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed, and such the Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, Merger Sub may file this Agreement or a form hereof with the SEC or any other Governmental EntityEntity as required under applicable Law. Such The Stockholder agrees to promptly give Parent any information it in the possession of the Stockholder that the Stockholder may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Science 37 Holdings, Inc.)

Documentation and Information. Except as required by applicable Law Legal Requirements (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (ConvergeOne Holdings, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule TO and Schedule 14D-9, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (F-Star Therapeutics, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)Law, such Stockholder Shareholders shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such which consent not to may be unreasonably withheldwithheld in Parent’s sole discretion); provided that Shareholders may disclose the terms of this Agreement and file a copy hereof in a Schedule 13D filed with the SEC. Such Stockholder consents Shareholders consent to and hereby authorizes Parent authorize Parent, the Company and Purchaser the Surviving Entity to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent Parent, the Company or Purchaser the Surviving Corporation reasonably determines to be necessary in connection with the Offer, the Merger Agreement and any transactions contemplated by the Merger Agreement, such Stockholder’s identity Shareholders’ identities and ownership of and interests in the Subject SharesSecurities, the existence of this Agreement and the nature of such StockholderShareholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges Shareholders acknowledge that Parent Parent, the Company and Purchaser the Surviving Entity may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees Shareholders agree to promptly give Parent Parent, the Company and the Surviving Entity any information it that is in their possession that Parent, the Company or the Surviving Entity may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees Shareholders agree to promptly notify Parent Parent, the Company and the Surviving Entity of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder Shareholders shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Voting and Support Agreement (Ourpets Co)

Documentation and Information. Except as Each Stockholder (a) consents to and authorizes the publication and disclosure by Parent or the Company of such Stockholder’s identity and holding of Subject Shares and other Company Securities, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for clarity, the disclosure of this Agreement) and any other information, in each case, that Parent or the Company reasonably determines is required to be disclosed by applicable Law (including without limitation Laws in any press release, any registration statement, any schedules and documents filed or furnished by Parent or the filing of a Schedule 13D Company with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make or any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of (b) agrees promptly to give to Parent (or the Subject SharesCompany, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and if so directed by P▇▇▇▇▇) any information related to such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it Company may reasonably require for the preparation of any such disclosure documents, and such . Each Stockholder agrees promptly to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Parent hereby consents to and authorizes each Stockholder to make such disclosure or filings to the extent required by the SEC or Nasdaq.

Appears in 1 contract

Sources: Voting and Support Agreement (Astria Therapeutics, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent the Seller, except as may be required by applicable Law (provided, that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheldthe Seller). Such Stockholder consents to and hereby authorizes Parent and the Seller, the Purchaser and/or their Affiliates to publish and disclose in all documents and schedules filed with the Securities and Exchange Commission (the “SEC, and any press release or other disclosure document that Parent or the Seller, the Purchaser and/or their Affiliates reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Stock Purchase Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and the Seller, the Purchaser and/or their respective Affiliates may, in Parentthe Seller’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder agrees to promptly give Parent each of the Seller, the Purchaser and/or their respective Affiliates any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Support Agreement (EMRISE Corp)

Documentation and Information. Except as required by applicable Law Laws (including without limitation limitation, the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement Agreement, the Merger Transactions or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Dover Motorsports Inc)

Documentation and Information. Except as required by applicable Applicable Law (including without limitation in which case, other than the filing of any required amendments to the Stockholder’s Schedule 13G, each Stockholder, solely in its capacity as a Schedule 13D stockholder of the Company, will provide the Company and Parent with the SEC which may include this Agreement as an exhibit theretoadvance notice of such public announcement), such Stockholder each Stockholder, solely in its capacity as a stockholder of the Company, shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or and thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)the Company and Parent. Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent and Purchaser the Company of such Stockholder’s identity and holding of the Stockholder’s Subject Shares, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information regarding such Stockholder, in each case, that the Company reasonably determines is required to publish be disclosed by Applicable Law in the Proxy Statement and disclose in all any other schedules and documents and schedules filed with the SEC, and or any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions other transaction contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation inclusion of any such disclosure documents, and such information in any press release. Each Stockholder agrees to promptly notify Parent and the Company of any required corrections with respect to any written information supplied by it or on behalf of such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false contain any untrue statement of material fact or misleading in omit to state any material respectfact required to be stated therein or necessary in order to make the statements therein not misleading.

Appears in 1 contract

Sources: Voting and Support Agreement (Altair Engineering Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such No Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law. Each Stockholder (such consent not to be unreasonably withheld). Such Stockholder a) consents to and hereby authorizes the publication and disclosure by Parent of such Stockholder’s identity and Purchaser holdings of Subject Shares, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines is required to publish be disclosed by applicable Law in any press release, the Offer Documents, the Company’s Schedule 14D-9, any Proxy Statement of the Company (in each case, including all schedules and disclose in all documents and schedules filed with the SEC, and ) or any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any the other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder (b) agrees to promptly give to Parent any information it may reasonably require for the preparation of any such disclosure documents, and such . Each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Servotronics Inc /De/)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law. Such Stockholder consents to and hereby authorizes the Company, Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, including Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by of the Merger Agreementother Transactions, in each case regarding such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become it becomes aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Ruths Hospitality Group, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)law, such Stockholder each Shareholder shall not make any public announcement regarding this Agreement, the Merger Purchase Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Buyer (such which consent not to may be unreasonably withheldwithheld in Buyer’s sole discretion). Such Stockholder Each Shareholder consents to and hereby authorizes Buyer and Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Buyer or Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger Purchase Agreement and any transactions contemplated by the Merger Purchase Agreement, such Stockholderthe Shareholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholderthe Shareholder’s commitments and obligations under this Agreement, and such Stockholder the Shareholder acknowledges that Buyer and Parent and Purchaser may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder Each Shareholder agrees to promptly give Buyer and Parent any information it that is in its possession that Buyer and Parent may reasonably require request for the preparation of any such disclosure documents, and such Stockholder each Shareholder agrees to promptly notify Buyer and Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder the Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Voting and Support Agreement (FRP Holdings, Inc.)

Documentation and Information. Except as required by applicable Law Laws (including without limitation limitation, the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Papa Murphy's Holdings, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such The Stockholder shall not make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Such The Stockholder consents to and hereby authorizes Parent and Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and in any press release or other disclosure document that Parent or reasonably identified by Parent, Purchaser reasonably determines to be necessary and/or their respective Affiliates in connection with the Offer, the Merger and or any other transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody to the extent required by Law. Such The Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information it may reasonably require with respect to the Stockholder and the Stockholder’s Subject Shares for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it the Stockholder specifically for use in any such disclosure documentdocument (including any change in the Stockholder's record or beneficial ownership of shares of Common Stock), if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Wc Capital LLC)

Documentation and Information. Except as Each Shareholder (i) consents to and authorizes the publication and disclosure by Parent of such Shareholder’s identity and holding of Company Shares, the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines is required to be disclosed by applicable Law in any press release, the Offer Documents, the Reply Documents, the S-4, the Proxy Statement (including without limitation the filing of a Schedule 13D all schedules and documents filed with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby AMF) or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Transaction Agreement and the nature of such Stockholder’s commitments Securities Purchase Agreement and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder (ii) agrees as promptly as practical to promptly give to Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder . Each Shareholder agrees to as promptly as practical notify Parent of any required corrections with respect to any written information supplied by it such Shareholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Parent shall provide each Shareholder with a reasonable opportunity to comment on any such publication or disclosure concerning such Shareholder and to consider in good faith such Shareholder’s comments thereon (it being understood that no such comment period shall be required where such Shareholder has previously reviewed and commented on substantially consistent disclosure).

Appears in 1 contract

Sources: Tender and Support Agreement (Partnerre LTD)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SECSEC or other Governmental Entity or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary or advisable in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject SharesShares and Company Stock Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityEntity or securities exchange. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Sapient Corp)

Documentation and Information. Except as Each Stockholder (a) consents to and authorizes the publication and disclosure by Parent or the Company of such Stockholder’s identity and holding of Subject Shares and other Company Securities, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for clarity, the disclosure of this Agreement) and any other information, in each case, that Parent or the Company reasonably determines is required to be disclosed by applicable Law (including without limitation Laws in any press release, any registration statement, any schedules and documents filed or furnished by Parent or the filing of a Schedule 13D Company with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make or any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of (b) agrees promptly to give to Parent (or the Subject SharesCompany, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and if so directed by ▇▇▇▇▇▇) any information related to such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it Company may reasonably require for the preparation of any such disclosure documents, and such . Each Stockholder agrees promptly to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Parent hereby consents to and authorizes each Stockholder to make such disclosure or filings to the extent required by the SEC or Nasdaq.

Appears in 1 contract

Sources: Voting and Support Agreement (Biocryst Pharmaceuticals Inc)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Legal Requirement (provided that reasonable notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Such Stockholder consents to and hereby authorizes Parent and Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Parent, Purchaser and/or their respective Affiliates reasonably determines determine to be necessary required to be disclosed by Legal Requirements in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody to the extent required by Legal Requirements. Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Enernoc Inc)

Documentation and Information. Except as required by applicable Law Legal Requirements (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such no Stockholder (solely in its capacity as such) shall, and each Stockholder shall direct such Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Parent. Each Stockholder (such consent not to be unreasonably withheld). Such Stockholder solely in its capacity as such) consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s the Stockholders’ identity and ownership of the each Stockholder’s Subject SharesShares or Subject Securities, the existence of this Agreement and the nature of such each Stockholder’s commitments and obligations under this Agreement, and such each Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Each Stockholder agrees to promptly give Parent any information it related to such Stockholder as Parent may reasonably require for the preparation of any such disclosure documents, and such each Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Voting Agreement (Monogram Technologies Inc.)

Documentation and Information. Except as required by applicable Law Applicable Law, the Shareholder (including without limitation in its capacity as a shareholder of the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)Company) shall not, such Stockholder and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Such Stockholder The Shareholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholderthe Shareholder’s identity and ownership of the Subject Covered Shares, the existence of this Agreement and the nature of such Stockholderthe Shareholder’s commitments and obligations under this Agreement, and such Stockholder the Shareholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority; provided that, prior to any such announcement or disclosure, as well as any other disclosure that references the Shareholder, Parent shall provide the Shareholder with the opportunity to review and comment on any references to the Shareholder in such announcement or disclosure and consider such comments in good faith. Such Stockholder Each party hereto agrees to use its reasonable best efforts to promptly (a) give Parent the other party any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly (b) notify Parent the other party of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder party shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Voting Agreement (Chase Peter R)

Documentation and Information. Except as required by applicable Law (including without limitation Each of the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld). Such Stockholder Stockholders consents to and hereby authorizes Parent and Purchaser Acquisition Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Acquisition Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject SharesShares and/or Company Options, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder each of the Stockholders acknowledges that Parent and Purchaser may, Acquisition Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder Each of the Stockholders agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder each of the Stockholders agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Midas Inc)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such the Stockholder shall not, and shall direct his Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject Shares, Company Stock Options and Company Warrants, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such The Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Officer Support Agreement (Soliton, Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto)Law, such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (Parent, provided, that if Stockholder determines, based upon advice of counsel, that a public announcement is required by applicable Law, Stockholder shall use its commercially reasonable efforts to provide the other parties hereto reasonable advance notice of such consent not determination and reasonable time to be unreasonably withheld)comment on such announcement in advance of such issuance. Such Stockholder consents to and hereby authorizes Parent and the Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or the Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger AgreementPPA, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and the Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Voting and Support Agreement (Spherix Inc)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Legal Requirement (provided that reasonable notice of any such disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, including, Schedule TO and Schedule 14D-9, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent reasonably determines is required to be disclosed by Legal Requirements, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Applied Genetic Technologies Corp)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Mallinckrodt PLC)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Such Stockholder consents to and hereby authorizes Parent and Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and in any press release or other disclosure document that Parent or reasonably identified by Parent, Purchaser reasonably determines to be necessary and/or their respective Affiliates in connection with the Offer, the Merger and or any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody to the extent required by Law. Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information it may reasonably require with respect to such Stockholder and such Stockholder’s Subject Shares for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure documentdocument (including any change in such Stockholder's record or beneficial ownership of shares of Common Stock), if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Datawatch Corp)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject SharesShares and Company Warrants, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such The Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Support Agreement (Soliton, Inc.)

Documentation and Information. Except Such Stockholder (solely in its capacity as required by applicable Law (including without limitation a stockholder of the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Stockholder Company) shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law. Such Stockholder consents to and hereby authorizes the Company, Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, including Schedule 14D-9, and any press release or other disclosure document that Parent Parent, the Company or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by of the Merger Agreementother Transactions, in each case regarding such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent Parent, Merger Sub and Purchaser may, in Parent’s sole discretion, the Company may file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become it becomes aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Potbelly Corp)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of both the Company and Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to the Company and Parent, and such Stockholder will consider in good faith the reasonable comments of the Company and Parent with respect to such disclosure and otherwise cooperate with the Company and Parent in obtaining confidential treatment with respect to such disclosure). Such Each Stockholder consents to and hereby authorizes the publication and disclosure by Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, Company of such Stockholder’s identity and ownership holding of the Subject Covered Shares, and the existence terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any press release, the Proxy Statement and any other disclosure document required in connection with the Share Purchase and Contribution Agreement and the nature consummation of such Stockholder’s commitments and obligations under this Agreementthe Transactions, and such each Stockholder acknowledges that Parent and Purchaser the Company may, in Parent’s their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityEntity or securities exchange. Such Stockholder agrees to promptly give the Company and Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company and Parent of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Voting and Support Agreement (Concentrix Corp)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such the Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such which consent not to may be unreasonably withheldwithheld in Parent’s sole discretion). Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement, and such the Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such The Stockholder agrees to promptly give Parent any information it that is in its possession that Parent may reasonably require request for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Voting and Support Agreement (VWR Corp)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Offer, the Merger, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent Parent, except as may be required by applicable Law (provided that reasonable advance notice of any such consent not disclosure will be provided to be unreasonably withheldParent). Such Stockholder consents to and hereby authorizes Parent and Parent, Purchaser and/or their respective Affiliates to publish and disclose in all documents and schedules filed with the SEC, and in any press release or other disclosure document that Parent or reasonably identified by Parent, Purchaser reasonably determines to be necessary and/or their respective Affiliates in connection with the Offer, the Merger and or any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Parent, Purchaser and/or their respective Affiliates may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody to the extent required by Law. Such Stockholder agrees to reasonably promptly give Parent each of Parent, Purchaser and/or their respective Affiliates any information it may reasonably require with respect to such Stockholder and such Stockholder’s Subject Shares for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent such parties of any required corrections with respect to any written information supplied by it such Stockholder specifically for use in any such disclosure documentdocument (including any change in such Stockholder’s record or beneficial ownership of shares of Common Stock), if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Altair Engineering Inc.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such Such Stockholder shall not make any public announcement regarding this Agreement, the Merger Agreement or and the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheldwithheld or delayed), except as may be required by applicable Law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent to the extent permitted by applicable Law). Such Stockholder consents to and hereby authorizes the Company, Parent and Purchaser Merger Sub or their Affiliates to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule 14D-9, and any press release or other disclosure document that the Company, Parent or Purchaser Merger Sub or their Affiliates reasonably determines to be necessary in connection with the Offer, the Merger and any of the other transactions contemplated by this Agreement or the Merger Agreement, in each case regarding such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and Agreement, the nature of such Stockholder’s commitments and obligations under this AgreementAgreement and the Merger Agreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Law, and such Stockholder acknowledges that Parent and Purchaser Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Daylight Beta, Corp.)

Documentation and Information. Except as required by applicable Law (including without limitation the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), such the Stockholder shall not, and shall direct his Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent. Such The Stockholder consents to and hereby authorizes Parent and Purchaser Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Purchaser Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, such the Stockholder’s identity and ownership of the Subject Shares, Company Stock Options and Company RSU Awards, the existence of this Agreement and the nature of such the Stockholder’s commitments and obligations under this Agreement; provided that the Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed, and such the Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, Merger Sub may file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority as required under applicable Law. Such The Stockholder agrees to promptly give Parent any information it the Stockholder may reasonably require for the preparation of any such disclosure documents, and such the Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such the Stockholder shall become aware that any such information shall have become false or misleading in any material respect.

Appears in 1 contract

Sources: Tender and Support Agreement (Bristol Myers Squibb Co)