Information for Proxy Statement; Publication. The Shareholder consents to Parent and Merger Sub publishing and disclosing in any filing required under applicable Law the Shareholder’s identity and ownership of Company Ordinary Shares and the nature of the Shareholder’s commitments, arrangements and understandings under this Agreement, as well as attaching a copy of this Agreement as an exhibit to any such filing, if required under applicable Law. The Shareholder represents and warrants to Parent and Merger Sub that none of the information relating to the Shareholder and his, her or its Affiliates provided by or on behalf of the Shareholder or his, her or its Affiliates for inclusion in any such filing will, at the time the such filing is made or distributed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Shareholder shall not issue any press release or make any other public statement or other disclosure with respect to this Agreement, the Merger Agreement or the Transactions without the prior written consent of Parent, except as may be required by applicable Law and in case any such requirement under applicable Law arises, after giving Parent reasonable opportunity to comment on any such press release or statement and including all reasonably requested comments of Parent.
Appears in 11 contracts
Samples: Voting and Support Agreement (Zisapel Zohar), Voting and Support Agreement (Zisapel Zohar), Voting and Support Agreement (Zisapel Zohar)
Information for Proxy Statement; Publication. The Each Shareholder consents to hereby authorizes Parent and Merger Sub publishing to publish and disclosing disclose, in the Proxy Statement and any filing required under applicable Law with the SEC or other Governmental Authority in connection with the Merger or the transactions contemplated by the Merger Agreement, such Shareholder’s identity and ownership of Company Ordinary Shares and the nature of the such Shareholder’s commitments, arrangements and understandings under this Agreement, as well as attaching a copy of this Agreement as an exhibit to any such filing, if required under applicable Law. The Shareholder represents and warrants to Parent and Merger Sub that none of the information relating to the Shareholder and his, her or its Affiliates affiliates provided in writing by or on behalf of the Shareholder or his, her or its Affiliates affiliates specifically for inclusion in any such filing will, at the time the that such filing is first made or distributed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each Shareholder shall not issue any press release or make any other public statement or other disclosure with respect to this Agreement, the Merger Agreement Agreement, the Merger or the Transactions other transactions contemplated by the Merger Agreement, without the prior written consent of Parent, except as may be required by applicable Law (including as may be required for such Shareholder to comply with its obligations under the Exchange Act, the Israeli Securities Law or the Israeli Companies Law) and in case any such requirement under applicable Law arises, after giving Parent reasonable opportunity to comment on any such press release or statement and including all reasonably requested comments of Parent, provided that the ultimate discretion whether or not to include any such comments shall remain with the Shareholder.
Appears in 3 contracts
Samples: Voting and Support Agreement (Retalix LTD), Voting and Support Agreement (Retalix LTD), Voting and Support Agreement (NCR Corp)