Documentation and Information. Company Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby 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). Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, Company Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Company Stockholder’s commitments and obligations under this Agreement, and Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Company Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and Company Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 5 contracts
Samples: Merger Agreement (Resolute Energy Corp), Merger Agreement (Cimarex Energy Co), Voting Agreement (Cimarex Energy Co)
Documentation and Information. Company Parent Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent Company (such consent not to be unreasonably withheld), except as may be required by applicable Law law (provided that reasonable notice of any such disclosure will be provided to ParentCompany). Company Parent Stockholder consents to and hereby authorizes Parent Company and the Company Parent to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Company or Parent reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, Company Parent Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Company Parent Stockholder’s commitments and obligations under this Agreement, and Company Parent Stockholder acknowledges that Company or Parent may, in Parent’s its sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Company Parent Stockholder agrees to promptly give Company and Parent any information it may reasonably require for the preparation of any such disclosure documents, and Company Parent Stockholder agrees to promptly notify Company and Parent of any required corrections with respect to any written information supplied by Company Parent Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 5 contracts
Samples: Voting and Support Agreement (Glowpoint, Inc.), Voting and Support Agreement (Glowpoint, Inc.), Merger Agreement (Glowpoint, Inc.)
Documentation and Information. Company (a) Except as required by applicable Law, Stockholder shall not make any public announcement or statement regarding this Agreement, the Purchase Agreement and or the transactions contemplated hereby or thereby without the prior written consent of Parent Buyer (such which consent not to be unreasonably withheld), except as may be withheld in Buyer’s sole discretion); provided that Stockholder may disclose the terms of this Agreement and file a copy hereof in a Schedule 13D filed with the SEC. Stockholder hereby consents to the disclosure in the Seller Proxy Statement and, if required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, Company Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Company Stockholder’s commitments and obligations under this Agreement, and Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other securities authorities, any other documents or communications provided by Buyer or Stockholder to any Governmental Entity. Company Entity or to the Stockholders of the Company, of such Stockholder’s identity and beneficial ownership of the Seller’s common stock and the nature of such Stockholder’s commitments under this Agreement and a copy of this Agreement.
(b) Stockholder agrees to promptly give Parent Buyer any information it that is in its possession that Buyer may reasonably require request for the preparation of any such disclosure documents, documents and Company Stockholder agrees to promptly notify Parent Buyer of any required corrections with respect to any written information supplied by Company Stockholder specifically for use in any such disclosure documentit, if and to the extent Stockholder shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Adams Michael F), Asset Purchase Agreement (AdvanSource Biomaterials Corp), Voting and Support Agreement (Adams Michael F)
Documentation and Information. Company Such Stockholder shall not make any public announcement or statement regarding this Agreement, the Merger Agreement and or 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). Company Such Stockholder consents to and hereby authorizes Parent and the Company Merger Subsidiary to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or Merger Subsidiary reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, Company such Stockholder’s identity and ownership of the Subject SecuritiesShares and/or, if applicable, Company Options, the existence of this Agreement and the nature of Company such Stockholder’s commitments and obligations under this Agreement, and Company such Stockholder acknowledges that Parent may, and Merger Subsidiary may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Company Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and Company such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company Stockholder 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
Samples: Tender and Voting Agreement (Sizmek Inc.), Tender and Voting Agreement (Sizmek Inc.), Tender and Voting Agreement (Sizmek Inc.)
Documentation and Information. No Company Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby 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). Each Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, such Company Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of such Company Stockholder’s commitments and obligations under this Agreement, and such Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Each Company Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Company Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by such Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Samples: Voting Agreement (Rice Energy Inc.), Voting Agreement (EQT Corp)
Documentation and Information. Company Such Stockholder shall not make any public announcement or statement regarding this Agreement, the Merger Agreement and or 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). Company Such Stockholder consents to and hereby authorizes Parent and the Company 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 Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, Company such Stockholder’s identity and ownership of the Subject SecuritiesShares and/or, if applicable, Company Options, the existence of this Agreement and the nature of Company such Stockholder’s commitments and obligations under this Agreement, and Company such Stockholder acknowledges that Parent may, and Merger Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityAuthority. Company Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and Company such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company Stockholder 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
Samples: Merger Agreement (Rocket Fuel Inc.), Tender and Support Agreement (Sizmek Inc.)
Documentation and Information. Company Such Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, except as may be expressly required by applicable Law Legal Requirements (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 ParentParent to the extent permitted by applicable Legal Requirements). Company Such Stockholder consents to and hereby authorizes the Company, Parent and the Company Purchaser or their Affiliates to publish and disclose in all documents and schedules filed with the SEC, including, without limitation, Schedule 14D-9, Schedule TO, and any press release or other disclosure document that the Company, Parent or Purchaser 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, Company in each case regarding such Stockholder’s identity and ownership of the Subject SecuritiesShares, the existence of this Agreement and Agreement, the nature of Company 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 Legal Requirements, and Company 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. Company Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and Company Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Samples: Tender and Support Agreement (Cti Biopharma Corp), Tender and Support Agreement (Cti Biopharma Corp)
Documentation and Information. Company Such Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby 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). Company Such Stockholder consents to and hereby authorizes Parent and the Company 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 Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, Company such Stockholder’s identity and ownership of the Subject SecuritiesShares, the existence of this Agreement and Agreement, the nature of Company 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 Company such Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Company Such Stockholder agrees to promptly give Parent any information it may reasonably require request for the preparation of any such disclosure documents, and Company such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Samples: Tender and Support Agreement, Tender and Support Agreement (ARMO BioSciences, Inc.)
Documentation and Information. Company Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby 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). Company Each Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with or furnished to the SEC, and any press release or other disclosure document that Parent reasonably the Company determines to be necessary in connection with the Merger and any transactions contemplated by the Merger AgreementTransactions, Company such Stockholder’s identity and ownership of the Subject SecuritiesShares, the existence of this Agreement and the nature of Company such Stockholder’s commitments and obligations under this Agreement, and Company such Stockholder acknowledges that Parent the Company may, in Parentthe Company’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entitygovernmental authority. Company Such Stockholder agrees to promptly give Parent the Company any information it may reasonably require relating to such Stockholder for the preparation of any such disclosure documents, and Company such Stockholder agrees to promptly notify Parent the Company of any required corrections with respect to any such written information supplied by Company Stockholder it specifically for use in any such disclosure document, if and to the extent that that, to such Stockholder’s knowledge, any such information shall have become false or misleading in any material respect. None of the Stockholders or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Transaction Documents and the Transactions without the prior written consent of the Company, except for any such release or other announcement (i) required by applicable law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental authority to which the relevant party is subject or (ii) containing only information previously publicly disclosed by the Company.
Appears in 1 contract
Documentation and Information. Company The Stockholder shall not make any public announcement or statement regarding this Agreement may, and the transactions contemplated hereby without the prior written Parent and Merger Sub 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). Company Stockholder consents to and hereby authorizes Parent and authorize the Company to Stockholder to, (a) publish and disclose the existence and terms of this Agreement in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent the Stockholder reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, Company Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Company Stockholder’s commitments and obligations under this Agreement, and Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, (b) file this Agreement or a form hereof with the SEC or any other Governmental Entity, provided, however, that in no event shall the Stockholder publicly disclose the existence or terms of this Agreement, the Merger Agreement or the negotiations relating to, or the transactions contemplated by, this Agreement or the Merger Agreement prior to the public announcement by the Company of the execution of the Merger Agreement. Company Stockholder agrees Parent and Merger Sub agree to promptly give Parent the Stockholder any information it may reasonably require for the preparation of any such disclosure documents, and Company Stockholder agrees Parent and Merger Sub agree to promptly notify Parent the Stockholder of any required corrections with respect to any written information supplied by Company Stockholder Parent or Merger Sub specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Company Such Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent)Law. Company Such Stockholder consents to and hereby authorizes Parent and Parent, the Company 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 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, Company such Stockholder’s identity and ownership of the Subject SecuritiesShares, the existence of this Agreement and the nature of Company such Stockholder’s commitments and obligations under this Agreement, and Company such Stockholder acknowledges that Parent 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. Company Such Stockholder agrees to promptly give Parent any information it regarding the Stockholder Parent may reasonably require for the preparation of any such disclosure documents, and Company such Stockholder agrees to promptly notify Parent of any required corrections with respect to any such written information supplied by Company such Stockholder specifically for use in any such disclosure document, if and to the extent Stockholder becomes aware that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Samples: Tender and Support Agreement (Aerohive Networks, Inc)
Documentation and Information. Company Such Stockholder shall not make any public announcement or statement regarding this Agreement, the Merger Agreement and or the transactions contemplated hereby or thereby without the prior written consent of Parent (such Parent, which consent shall 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)withheld or delayed. Company Such Stockholder consents to and hereby authorizes Parent and the Company 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 Merger Sub reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, Company such Stockholder’s identity and ownership of the Subject SecuritiesShares and/or, if applicable, Company Stock Options, the existence of this Agreement and the nature of Company such Stockholder’s commitments and obligations under this Agreement, and Company such Stockholder acknowledges that Parent may, and Merger Sub may in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Company Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and Company such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company Stockholder 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
Samples: Tender and Support Agreement (Iris International Inc)
Documentation and Information. Company Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law law (provided that reasonable notice of any such disclosure will be provided to Parent). Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, Company Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Company Stockholder’s commitments and obligations under this Agreement, and Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Company Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and Company Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Samples: Merger Agreement (Glowpoint, Inc.)
Documentation and Information. Company Except as required by applicable Law, Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld)the Company; provided, except as may be that if Stockholder determines, based upon advice of counsel, that a public announcement is required by applicable Law (provided that Law, Stockholder shall use its commercially reasonable efforts to provide the Company with reasonable advance notice of any such disclosure will be provided determination and reasonable time to Parent)comment on such announcement in advance of such issuance. Company Stockholder consents to and hereby authorizes Parent and the Company to publish and disclose in all documents and schedules filed with the SECSEC to the extent required by Law, and any press release or other disclosure document that Parent the Company reasonably determines to be necessary necessary, based upon advice of counsel, in connection with the Merger and any transactions contemplated by the Merger Agreement, Company and in each case only to the extent so required or necessary, Stockholder’s 's identity and ownership of the Subject SecuritiesShares, the existence of this Agreement and the nature of Company Stockholder’s 's commitments and obligations under this Agreement, and Company Stockholder acknowledges that Parent the Company may, in Parent’s the Company 's sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental EntityBody during the term of this Agreement and only to the extent required by Law. Company Subject to applicable Law, Stockholder agrees to promptly give Parent the Company any information it may reasonably require for the preparation of any such disclosure documents, and Company Stockholder agrees to promptly notify Parent the Company of any required corrections with respect to any written information supplied by Company Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Samples: Voting Agreement (Paulson Capital (Delaware) Corp.)
Documentation and Information. Company Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby 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). Company Stockholder Each Shareholder consents to and hereby authorizes Parent and the Company Merger Sub to publish and disclose in all documents and schedules filed with the SEC, and any initial press release or other disclosure document that Parent reasonably determines to be necessary in connection with regarding the Merger and any transactions contemplated by the Merger AgreementTransactions, Company Stockholdersuch Shareholder’s identity and ownership of the Subject SecuritiesCovered Shares, the existence of this Agreement and the nature of Company Stockholdersuch Shareholder’s commitments and obligations under this Agreement. In addition, to the extent required by law, rule or regulation, each Shareholder consents to and hereby authorizes the Company, Parent and Merger Sub to publish and disclose, such Shareholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Shareholder’s commitments and obligations under this Agreement, and Company Stockholder such Shareholder acknowledges that Parent may, in Parent’s sole discretion, the Company may file this Agreement or a form hereof with the SEC or any other Governmental Entity. Company Stockholder Such Shareholder agrees to promptly give Parent and the Company any information it may reasonably require relating to such Shareholder for the preparation of any such disclosure documents, and Company Stockholder such Shareholder agrees to promptly notify Parent and the Company of any required corrections with respect to any such written information supplied by Company Stockholder it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Company Such Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Company Such Stockholder consents to and hereby authorizes Parent and the Company 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 Agreement, Company such Stockholder’s identity and ownership of the Subject SecuritiesShares, the existence of this Agreement and the nature of Company such Stockholder’s commitments and obligations under this Agreement, and Company 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 EntityAuthority. Company Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and Company such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Samples: Tender and Support Agreement (Integrated Device Technology Inc)
Documentation and Information. Company Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby 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). Company Each Stockholder consents to and hereby authorizes Parent Parent, Acquisition Sub and the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release SEC or other public disclosure document that Parent reasonably determines to be necessary in connection with the Merger and any transactions contemplated by the Merger Agreement, Company such Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement Agreement, and the nature of Company such Stockholder’s commitments and obligations under this AgreementAgreement and any other information regarding such Stockholder, in each case as Parent or the Company reasonably determines is required to be disclosed by Law, and Company such Stockholder acknowledges that Parent mayParent, in Parent’s sole discretion, Acquisition Sub and the Company may file and publicly disclose this Agreement or a form hereof with the SEC or any other applicable Governmental EntityAuthority. Company Each Stockholder agrees to promptly give provide Parent or the Company with any information it may reasonably require for the preparation of any such disclosure documentsdocuments to the extent required to be disclosed by Law as reasonably determined by Parent or the Company, and Company such Stockholder agrees to promptly notify Parent and the Company if it becomes aware of any required corrections with respect to any written information supplied by Company such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Company Any Stockholder shall not make any public announcement or statement regarding this Agreement may, and the transactions contemplated hereby without the prior written Parent and Merger Sub 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). Company Stockholder consents to and hereby authorizes Parent and the Company to authorize each Stockholder to, (a) publish and disclose the existence and terms of this Agreement in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent such Stockholder reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement, Company Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Company Stockholder’s commitments and obligations under this Agreement, and Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, (b) file this Agreement or a form hereof with the SEC or any other Governmental Entity, provided, however, that in no event shall any Stockholder publicly disclose the existence or terms of this Agreement, the Merger Agreement or the negotiations relating to, or the transactions contemplated by, this Agreement or the Merger Agreement prior to the public announcement by the Company of the execution of the Merger Agreement. Company Stockholder agrees Parent and Merger Sub agree to promptly give Parent each Stockholder any information it may reasonably require for the preparation of any such disclosure documents, and Company Stockholder agrees Parent and Merger Sub agree to promptly notify Parent each affected Stockholder of any required corrections with respect to any written information supplied by Company Stockholder Parent or Merger Sub specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Documentation and Information. Company Such Stockholder shall not make any public announcement or statement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld)Parent, except as may be required by applicable Law Legal Requirements (provided that reasonable notice of any such disclosure will be provided to Parent). Company Such Stockholder consents to and hereby authorizes Parent and the Company 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 such Stockholder’s identity and ownership of the Subject SecuritiesShares, the existence of this Agreement and the nature of Company such Stockholder’s commitments and obligations under this Agreement, and Company 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. Company Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and Company such Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by Company such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract