Documentation and Information. Except as required by Applicable Law (including the filing of a Schedule 13D with the SEC, which may include this Agreement as an exhibit thereto), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the Investor. The VC Shareholder (i) consents to and authorizes the publication and disclosure by the Investor of such VC Shareholder’s identity and holding of such VC Shareholder’s Subject Shares, the nature of such VC Shareholder’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 VC Shareholder, in each case, that the Investor reasonably determines is required to be disclosed by Applicable Law in the Offer Documents, the Company Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document in connection with the Offer (including a Schedule 13D), the Issuance and any other transaction contemplated by the Transaction Agreement, and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor any information it may reasonably request in connection with the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder agrees to promptly notify the Investor of any required corrections with respect to any information supplied by or on behalf of such VC Shareholder 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 4 contracts
Samples: Tender and Support Agreement (Roche Holding LTD), Tender and Support Agreement (Roche Holding LTD), Tender and Support Agreement (Foundation Medicine, Inc.)
Documentation and Information. Except as required by Applicable Law (including the filing of a Schedule 13D with the SEC, which may include this Agreement as an exhibit thereto), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents Agreement or the transactions contemplated hereby and thereby without the prior written consent of Xxxxxx Partner and Remainco, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Merger Partner and Remainco, and Shareholder will consider in good faith the Investorreasonable comments of Merger Partner and Remainco with respect to such disclosure and otherwise cooperate with Xxxxxx Partner and Remainco in obtaining confidential treatment with respect to such disclosure). The VC Notwithstanding the foregoing Shareholder may, without such consultation or consent, issue a press release and make any public statement (i) including in response to questions from the press, analysts, investors or those attending industry conferences), so long as such press release or statements include only such information contained in, and consistent with, previous press releases, public disclosures or public statements made jointly by Xxxxxx Partner and Remainco (or individually, if approved by the applicable other party). Shareholder consents to and authorizes the publication and disclosure by the Investor Xxxxxx Partner and Remainco of such VC Shareholder’s identity and holding of such VC Shareholder’s Subject (or voting power over) the Covered Shares, and the nature terms of such VC Shareholder’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 VC Shareholder), in each case, that the Investor reasonably determines is required to be disclosed by Applicable Law in the Offer Documentsany press release, the Company Joint Proxy Statement (including all schedules Statement/Prospectus and documents filed with the SEC), or any other disclosure document required in connection with the Offer (including a Schedule 13D)Merger Agreement, the Issuance other Transaction Documents and the consummation of the Contemplated Transactions, and Shareholder acknowledges that Xxxxxx Partner and Remainco may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other transaction contemplated by the Transaction Agreement, Governmental Authority or securities exchange. Shareholder agrees to promptly give Xxxxxx Partner and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor Remainco any information it may reasonably request in connection with require for the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC , and Shareholder agrees to promptly notify the Investor Xxxxxx Partner and Remainco of any required corrections with respect to any information supplied by or on behalf of such VC Shareholder 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 3 contracts
Samples: Voting and Support Agreement (International Game Technology PLC), Voting and Support Agreement (Everi Holdings Inc.), Voting and Support Agreement (De Agostini Spa)
Documentation and Information. Except as required by Applicable Law The Stockholder hereby (including the filing of a Schedule 13D with the SEC, which may include this Agreement as an exhibit thereto), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the Investor. The VC Shareholder (ia) consents to and authorizes the publication and disclosure by the Investor CPT, Inuvo, Parent and/or their respective Affiliates of such VC Shareholder’s its identity and holding holdings of such VC Shareholder’s the Subject Shares, Shares and the nature of such VC Shareholder’s commitments, arrangements its commitments and understandings obligations under this Agreement (including, for the avoidance of doubtin any announcement, the disclosure of this Agreement) and any other information regarding such VC Shareholder, in each case, that the Investor reasonably determines is required to be disclosed by Applicable Law in the Offer DocumentsJoint Proxy Statement/Prospectus, the Company Proxy Registration Statement (including all schedules and documents filed with the SEC), or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Offer (including a Schedule 13D), Mergers or any of the Issuance and any other transaction transactions contemplated by the Transaction Merger Agreement, and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (iib) agrees as promptly as practicable to give the Investor to CPT, Inuvo and Parent any information it may reasonably request in connection with require for the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder Stockholder hereby agrees to as promptly as practicable notify the Investor CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by or on behalf of such VC Shareholder the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent 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. The Stockholder hereby agrees to notify Inuvo and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of CPT of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (Inuvo, Inc.)
Documentation and Information. Except as required by Applicable Law (including the filing of a Schedule 13D with the SEC, which may include this Agreement as an exhibit thereto), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the Investor. The Each VC Shareholder (i) consents to and authorizes the publication and disclosure by the Investor of such VC Shareholder’s identity and holding of such VC Shareholder’s Subject Shares, the nature of such VC Shareholder’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 VC Shareholder, in each case, that the Investor reasonably determines is required to be disclosed by Applicable Law in the Offer Documents, the Company Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document in connection with the Offer (including a Schedule 13D), the Issuance and any other transaction contemplated by the Transaction Agreement, and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor any information it may reasonably request in connection with the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The Each VC Shareholder agrees to promptly notify the Investor of any required corrections with respect to any information supplied by or on behalf of such VC Shareholder 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 (Roche Holding LTD), Tender and Support Agreement (Foundation Medicine, Inc.)
Documentation and Information. Except as required by Applicable Law The Stockholder hereby (including the filing of a Schedule 13D with the SEC, which may include this Agreement as an exhibit thereto), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the Investor. The VC Shareholder (ia) consents to and authorizes the publication and disclosure by the Investor Company, Parent and/or their respective Affiliates of such VC Shareholder’s its identity and holding holdings of such VC Shareholder’s the Subject Shares, Shares and the nature of such VC Shareholder’s commitments, arrangements its commitments and understandings obligations under this Agreement (including, for the avoidance of doubtin any announcement, the disclosure of this Agreement) and any other information regarding such VC Shareholder, in each case, that the Investor reasonably determines is required to be disclosed by Applicable Law in the Offer Documents, the Company Prospectus/Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Offer (including a Schedule 13D), Merger or any of the Issuance and any other transaction transactions contemplated by the Transaction Merger Agreement, and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (iib) agrees as promptly as practicable to give to the Investor Company and Parent any information it may reasonably request in connection with require for the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder Stockholder hereby agrees to as promptly as practicable notify the Investor Company and Parent of any required corrections with respect to any written information supplied by or on behalf of such VC Shareholder the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent 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. The Stockholder hereby agrees to notify Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of the Company of which the Shareholder acquires Beneficial Ownership on or after the date hereof. Parent, Merger Sub 1, Merger Sub 2 and the Company each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement (Andeavor), Voting and Support Agreement (Marathon Petroleum Corp)
Documentation and Information. Except as required by Applicable Law (including the filing of a Schedule 13D with the SEC, which may include this Agreement as an exhibit thereto), such VC Shareholder Such Stockholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or Agreement and the transactions contemplated hereby and thereby without the prior written consent of Parent and the InvestorCompany (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law. The VC Shareholder (i) In the event such Stockholder amends their Schedule 13D or Schedule 13G filed with the SEC to disclose this Agreement, such Stockholder shall provide a draft of such amendment to Parent and Merger Sub and consider any reasonable comments in good faith prior to such filing. Such Stockholder consents to and hereby authorizes the publication Company, Parent and Merger Sub 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 the Company, Parent or Merger Sub or their Affiliates reasonably determines to be necessary in connection with the Merger Agreement, the Merger and any of the other transactions contemplated by this Agreement or the Investor of Merger Agreement, in each case regarding such VC ShareholderStockholder’s identity and holding ownership of such VC Shareholder’s the Subject SharesSecurities, the existence of this Agreement, the nature of such VC ShareholderStockholder’s commitments, arrangements commitments and understandings obligations under this Agreement (including, for and the avoidance of doubt, the disclosure of this Agreement) Merger Agreement and any other information regarding such VC Shareholder, in each case, that Parent or the Investor Company reasonably determines is required to be disclosed by Applicable Law Law, and such Stockholder acknowledges that Parent, Merger Sub and the Company, in Parent’s or the Offer DocumentsCompany’s sole discretion, the Company Proxy Statement (including all schedules and documents filed as applicable, may file this Agreement or a form hereof with the SEC), SEC or any other disclosure document in connection with the Offer (including a Schedule 13D), the Issuance and any other transaction contemplated by the Transaction Agreement, Governmental Authority. Such Stockholder agrees to promptly give Parent and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor Company any information it they may reasonably request in connection with for the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided . Nothing set forth herein shall limit any disclosure by such VC Shareholder. The VC Shareholder agrees any Stockholder to promptly notify the Investor of any required corrections with respect to any information supplied by its or its Affiliates’ general or limited partners or its, its Affiliates’ or their respective general or limited partners’ partners, officers, directors, employees, Affiliates, investment bankers, attorneys, accountants or other advisors or representatives, in each case, on behalf of such VC Shareholder 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 respecta confidential basis.
Appears in 2 contracts
Samples: Voting and Support Agreement (Global Payments Inc), Voting and Support Agreement (Global Payments Inc)
Documentation and Information. Except The Stockholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent, except and to the extent as may be required by Applicable applicable Law (including the filing of a Schedule 13D with the SEC, SEC which may include this Agreement as an exhibit thereto, and provided that, except for any such Schedule 13D, reasonable notice of any such disclosure will be provided to Parent to the extent permitted by applicable Law), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the Investor. The VC Shareholder (i) Stockholder consents to and hereby authorizes Parent and Merger Sub (and, if applicable, the publication Company) to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure by document that Parent or Merger Sub (or, if applicable, the Investor of such VC ShareholderCompany) reasonably determines to be necessary in connection with the Offer, the Merger and any Transactions, the Stockholder’s identity and holding ownership of such VC Shareholder’s the Subject Shares, the existence of this Agreement and the nature of such VC Shareholderthe Stockholder’s commitments, arrangements commitments and understandings obligations under this Agreement (includingprovided that the Stockholder shall have a reasonable opportunity to review and approve that portion of any disclosure that identifies the Stockholder by name prior to any such filing, for such approval not to be unreasonably withheld, conditioned or delayed), and the avoidance of doubtStockholder acknowledges that Parent and Merger Sub (or, if applicable, the disclosure of Company) may file this Agreement) and any other information regarding such VC Shareholder, in each case, that the Investor reasonably determines is required to be disclosed by Applicable Law in the Offer Documents, the Company Proxy Statement (including all schedules and documents filed Agreement or a form hereof with the SEC), SEC or any other disclosure document in connection with Governmental Entity, subject to redaction of the Offer (including a Stockholder’s contact information included on Schedule 13D), the Issuance and any other transaction contemplated by the Transaction Agreement, and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right A. The Stockholder agrees to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor Parent any information it may reasonably request in connection with for the preparation of any such disclosure documents; provided that , and the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder Stockholder agrees to promptly notify the Investor Parent of any required corrections with respect to any written information supplied by or on behalf of such VC Shareholder the 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 (Ono Pharmaceutical Co., Ltd.), Tender and Support Agreement (Ono Pharmaceutical Co., Ltd.)
Documentation and Information. Except as required by Applicable applicable Law (including the filing of a Schedule 13D with the SEC, SEC which may include this Agreement as an exhibit thereto), such VC Shareholder each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents Merger Agreement or the transactions contemplated hereby and or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the Investor. The VC Shareholder (i) consents foregoing, each Stockholder and its Affiliates may provide ordinary course communications regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby to existing or prospective general and authorizes the publication limited partners, equity holders, members, managers and disclosure by the Investor investors of any Affiliates of such VC Shareholder’s identity and holding of such VC Shareholder’s Subject Shares, the nature of such VC Shareholder’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 VC ShareholderPerson, in each case, that the Investor reasonably determines is required who are subject to be disclosed by Applicable Law customary confidentiality restrictions. Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in the Offer Documents, the Company Proxy Statement (including all documents and schedules and documents filed with the SEC), and any press release or any other disclosure document that Parent or Merger Sub reasonably determines to be necessary in connection with the Offer (including a Schedule 13D), the Issuance Merger and any other transaction transactions contemplated by the Transaction Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and the inclusion of any such information each Stockholder acknowledges that Parent and Merger Sub may, in any press release; providedParent’s sole discretion, however, that the Investor shall provide such VC Shareholder file this Agreement or a form hereof with the right SEC or any other Governmental Authority. Each party hereto agrees to review any such disclosure document or press release that contains the name of or information specific use its reasonable best efforts to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and promptly (iia) agrees promptly to give the Investor other party any information it may reasonably request in connection with require for the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder agrees to promptly , and (b) notify the Investor other party of any required corrections with respect to any written information supplied by or on behalf of such VC Shareholder it specifically for use in any such disclosure document, if and to the extent that such party shall become aware that any such information shall have become false or misleading in any material respect.
Appears in 2 contracts
Samples: Voting and Support Agreement (Blackstone Holdings III L.P.), Voting and Support Agreement (Vista Equity Partners Fund VI, L.P.)
Documentation and Information. Except as required by Applicable Law (including the filing of a Schedule 13D with the SEC, which may include this Agreement as an exhibit thereto), such VC Shareholder Such Unitholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or Agreement and the transactions contemplated hereby and 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). Parent acknowledges it has been advised by each Unitholder of an obligation and intent of that Unitholder to file a Schedule 13D with the InvestorSEC with respect to the Unitholder’s obligations under this Agreement, and Parent consents to that filing. The VC Shareholder (i) Such Unitholder consents to and hereby authorizes the publication Parent Entities and the Partnership to publish and disclose in all documents and schedules filed with the SEC or other Governmental Authority 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 the Parent Entities reasonably determine to be necessary or advisable in connection with the Merger and any other transactions contemplated by the Investor of Merger Agreement, such VC ShareholderUnitholder’s identity and holding beneficial ownership of such VC Shareholder’s the Subject SharesUnits, the existence of this Agreement and the nature of such VC ShareholderUnitholder’s commitments, arrangements commitments and understandings obligations under this Agreement, and such Unitholder acknowledges that the Parent Entities and the Partnership may, in their respective sole discretion, file this Agreement (including, for or a form hereof with the SEC or any other Governmental Authority or securities exchange. For the avoidance of doubt, no consent of the disclosure of this Agreement) and any other information regarding such VC Shareholder, in each case, that the Investor reasonably determines is Unitholder shall be required to be disclosed by Applicable Law file and accurately describe contracts to which any Unitholder is a party or is otherwise referenced therein in compliance with Parent’s reporting obligations under the Offer Documents, the Company Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document in connection with the Offer (including a Schedule 13D), the Issuance and any other transaction contemplated by the Transaction Agreement, Securities Exchange Act of 1934. Such Unitholder agrees to promptly give Parent and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor Partnership any information it may reasonably request in connection with require for the preparation of any such disclosure documents; provided that the Investor may only use , and such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder Unitholder agrees to promptly notify Parent and the Investor Partnership, as applicable, of any required corrections with respect to any written information supplied by or on behalf of such VC Shareholder Unitholder 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 (MPLX Lp), Voting Agreement (Markwest Energy Partners L P)
Documentation and Information. Except as required by Applicable Law (including the filing of a Schedule 13D with the SEC, which may include this Agreement as an exhibit thereto), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents Agreement or the transactions contemplated hereby and thereby without the prior written consent of Bxxxx, Mxxxxx Partner and Remainco, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Buyer, Mxxxxx Partner and Remainco, and Shareholder will consider in good faith the Investorreasonable comments of Buyer, Mxxxxx Partner and Remainco with respect to such disclosure and otherwise cooperate with Buyer, Merger Partner and Remainco in obtaining confidential treatment with respect to such disclosure). The VC Notwithstanding the foregoing Shareholder may, without such consultation or consent, issue a press release and make any public statement (i) including in response to questions from the press, analysts, investors or those attending industry conferences), so long as such press release or statements include only such information contained in, and consistent with, previous press releases, public disclosures or public statements made jointly by Bxxxx, Mxxxxx Partner and Remainco (or individually, if approved by the applicable other party). Shareholder consents to and authorizes the publication and disclosure by the Investor Bxxxx, Mxxxxx Partner and Remainco of such VC Shareholder’s identity and holding of such VC Shareholder’s Subject (or voting power over) the Covered Shares, and the nature terms of such VC Shareholder’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 VC Shareholder), in each case, that the Investor reasonably determines is required to be disclosed by Applicable Law in the Offer Documentsany press release, the Company Merger Partner Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document required in connection with the Offer (including a Schedule 13D)Merger Agreement, the Issuance other Transaction Documents and the consummation of the Contemplated Transactions, and Shareholder acknowledges that Buyer, Mxxxxx Partner and Remainco may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other transaction contemplated by the Transaction AgreementGovernmental Authority or securities exchange. Shareholder agrees to promptly give Bxxxx, Mxxxxx Partner and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor Remainco any information it may reasonably request in connection with require for the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC , and Shareholder agrees to promptly notify the Investor Buyer, Mxxxxx Partner and Remainco of any required corrections with respect to any information supplied by or on behalf of such VC Shareholder 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: Support Agreement (International Game Technology PLC)
Documentation and Information. Except Holder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except (a) as may be required by Applicable Law applicable legal requirements (including the filing of a any Schedule 13D amendments or Form 4 with the SEC, SEC which may include this Agreement as an exhibit thereto) (provided that, to the extent practicable and not prohibited by law, reasonable notice of any such disclosure will be provided to Parent and Holder shall reasonably consult with Parent and Purchaser with respect to such disclosure), (b) for the making of any such VC Shareholder shall not make any public announcement (including on websites) regarding this Agreement, the Transaction Agreement, the other Transaction Documents or Agreement and the transactions contemplated hereby and thereby without solely containing information that is consistent with previous public announcements made jointly or otherwise agreed by the prior written consent Parties in accordance with this Section 4.3 or by the parties to the Merger Agreement or (c) for disclosures made in connection with any action or proceeding arising out of or relating to this Agreement or any of the Investortransactions contemplated by this Agreement. The VC Shareholder (i) Holder consents to and hereby authorizes the publication Company, Parent and disclosure by the Investor of such VC Shareholder’s identity Purchaser to publish and holding of such VC Shareholder’s Subject Shares, the nature of such VC Shareholder’s commitments, arrangements disclose in all documents and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information regarding such VC Shareholder, in each case, that the Investor reasonably determines is required to be disclosed by Applicable Law in the Offer Documents, the Company Proxy Statement (including all schedules and documents filed with the SEC), including Schedule 14D-9, and any press release or any other disclosure document that the Company, Parent or Purchaser reasonably determines to be necessary in connection with the Offer (including a Schedule 13D)Offer, the Issuance Merger and any other transaction transactions contemplated by this Agreement or the Transaction Merger Agreement, Holder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Holder’s commitments and obligations under this Agreement, and the inclusion Holder acknowledges that Parent and Purchaser may (provided that Holder shall have a reasonable opportunity to review and approve prior to any such filing that portion of any disclosure that identifies Holder by name or other identifiable description, such information in any press release; providedapproval not to be unreasonably withheld, however, that the Investor shall provide such VC Shareholder conditioned or delayed) file this Agreement or a form hereof with the right SEC or any other Governmental Entity. Hxxxxx agrees to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor Parent any information it may reasonably request in connection with for the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder , and Hxxxxx agrees to promptly notify the Investor Parent of any required corrections with respect to any written information supplied by or on behalf of such VC Shareholder Hxxxxx specifically for use in any such disclosure document, if and to the extent Holder becomes aware that any such information shall have become false contains any untrue statement of a material fact or misleading in omits to state any material respectfact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Appears in 1 contract
Samples: Tender and Support Agreement (Blue Apron Holdings, Inc.)
Documentation and Information. Except as required by Applicable Law (including the filing of a Schedule 13D with the SECSuch Shareholder shall not, which may include and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, make any press release, public announcement or other communication to any Third Party regarding this Agreement as an exhibit thereto), such VC Shareholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents or and the transactions contemplated hereby or the Purchase Agreement and thereby the Transactions without the prior written consent of Buyer, except (a) as such Shareholder reasonably determines (based on the Investoradvice of its legal counsel, which may be in-house counsel) is required to be disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to Buyer to the extent legally permissible and reasonably practicable), including any filings with the SEC pursuant to the 1934 Act, or (b) for any such announcement that is supportive of the Transactions and not inconsistent with any press release issued by Buyer or the Company in connection with or relating to the Purchase Agreement Amendment, the Offer and the Transactions. The VC Such Shareholder (i) consents to and authorizes the publication and disclosure by the Investor Buyer of such VC Shareholder’s 's identity and holding holdings of such VC Shareholder’s Subject Shares, the nature of such VC Shareholder’s '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 VC Shareholder, in each case, that the Investor Buyer reasonably determines upon the advice of counsel is required to be disclosed by Applicable applicable Law in any press release, the Offer DocumentsDocuments (in each case, the Company Proxy Statement (including all schedules and documents filed with the SEC), ) or any other disclosure document in connection with the Offer (including a Schedule 13D)Offer, the Issuance and any other transaction contemplated by the Transaction Agreement, Post- Offer Reorganization and the inclusion other Transactions (provided that notice of any such information in disclosure will be provided to such Shareholder to the extent reasonably practicable, the Shareholder will have a reasonable opportunity to provide comments on such disclosure, and Buyer shall incorporate any press release; provided, however, that reasonable comments to the Investor shall provide such VC Shareholder with the right to review portions of any such disclosure document or press release that contains the name of or information specific make reference to Shareholder's identity and holdings as may be provided by such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faithShareholder), and (ii) agrees to promptly give to give Buyer and the Investor Company any information it in their reasonable possession or control they may reasonably request in connection with require for the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder documents and (iii) agrees to promptly notify the Investor Buyer of any required corrections reasonably known to such Shareholder with respect to any information supplied by or on behalf of such VC Shareholder specifically for use in any such disclosure document, if and to the extent that any Shareholder reasonably knows such information shall have become false or misleading in any material respect. Buyer agrees to promptly give to such Shareholder any information regarding Buyer that such Shareholder reasonably requires for the preparation of any documents that such Shareholder is required to file with the SEC in connection with the transactions contemplated hereby, including the filing of any Schedule 13D, Schedule 14D-9 or amendments thereto.
Appears in 1 contract
Samples: Tender and Support Agreement (Elliott Associates, L.P.)
Documentation and Information. Except as required by Applicable applicable Law (including the filing of a Schedule 13D with the SEC, SEC which may include this Agreement as an exhibit thereto), the Stockholder shall not, and shall direct such VC Shareholder shall Stockholder’s Representatives not to, make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents Merger Agreement or the transactions contemplated hereby and or thereby without the prior written consent of the InvestorParent. The VC Shareholder (i) Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules required by Law to be filed with the publication and disclosure by SEC the Investor of such VC ShareholderStockholder’s identity and holding ownership of such VC Shareholder’s the Subject Shares, the existence of this Agreement and the nature of such VC Shareholderthe Stockholder’s commitments, arrangements commitments and understandings obligations under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information regarding such VC Shareholder, in each case, ; provided that the Investor reasonably determines is required Stockholder shall have a reasonable opportunity to review and approve such disclosure prior to any such filing, such approval not to be disclosed by Applicable Law in unreasonably withheld, conditioned or delayed, and the Offer Documents, the Company Proxy Statement (including all schedules Stockholder acknowledges that Parent and documents filed Merger Sub may file this Agreement or a form hereof with the SEC), SEC or any other disclosure document in connection with the Offer (including a Schedule 13D), the Issuance and Governmental Entity as required under applicable Law. The Stockholder agrees to promptly give Parent any other transaction contemplated by the Transaction Agreement, and the inclusion of any such information in any press release; provided, however, the possession of the Stockholder that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor any information it Stockholder may reasonably request in connection with require for the preparation of any such disclosure documents; provided that , and the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder Stockholder agrees to promptly notify the Investor Parent of any required corrections with respect to any written information supplied by or on behalf of such VC Shareholder it specifically for use in any such disclosure document, if and to the extent that the Stockholder shall become aware that any such information shall have become false or misleading in any material respect. Neither Parent, Merger Sub, Company nor any representative of such entities shall disclose the name of Stockholder or any information related to Stockholder's entrance into the Agreement in any press release or other marketing materials, unless required by Law, without the prior written approval of Stockholder.
Appears in 1 contract
Samples: Tender and Support Agreement (Science 37 Holdings, Inc.)
Documentation and Information. Except as required by Applicable Law (including in which case, other than the filing of a any required amendments to the Stockholder’s Schedule 13D with 13D, the SEC, which may include this Agreement as an exhibit theretoStockholder will notify the Company in advance of such public announcement), such VC Shareholder the Stockholder shall not make any public announcement regarding this Agreement, the Transaction Agreement, the other Transaction Documents Merger Agreement or the transactions contemplated hereby and thereby without the prior written consent of the InvestorCompany. The VC Shareholder (i) Stockholder consents to and authorizes the publication and disclosure by Parent and the Investor Company of such VC Shareholderthe Stockholder’s identity and holding of such VC Shareholderthe Stockholder’s Subject Shares, the nature of such VC Shareholderthe 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 VC Shareholderthe Stockholder, in each case, that the Investor Company reasonably determines is required to be disclosed by Applicable Law in the Offer Documents, the Company Proxy Statement Disclosure Documents (including all schedules and documents filed with the SEC), or any other disclosure document in connection with the Offer (including a Schedule 13D), the Issuance Merger and any other transaction contemplated by the Transaction Merger Agreement, and the inclusion of any such information in any press release; provided, however, that the Investor shall provide such VC Shareholder with the right to review any such disclosure document or press release that contains the name of or information specific to such VC Shareholder as soon as reasonably practicable prior to filing or publication and will consider the comments of such VC Shareholder in good faith, and (ii) agrees promptly to give the Investor any information it may reasonably request in connection with the preparation of any such disclosure documents; provided that the Investor may only use such information for the purpose for which it is explicitly provided by such VC Shareholder. The VC Shareholder Each Stockholder agrees to promptly notify the Investor Company of any required corrections with respect to any information supplied by or on behalf of such VC Shareholder the Stockholder specifically for use in any such disclosure document, if and to the extent 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. The Stockholder hereby agrees to notify the Company in writing as promptly as practicable of the number of any additional Subject Shares or other securities of the Company of which the Stockholder acquires record or Beneficial Ownership of on or after the date hereof.
Appears in 1 contract