Other announcements Clause Samples

Other announcements. Each party must not make, and must procure that its Representatives do not make, any public announcement concerning the Scheme or the subject matter of this Agreement other than: (a) the Initial Announcement in accordance with clause 17.1; (b) with the written consent of the other party, which must not be unreasonably withheld or delayed; (c) in accordance with clause 14.6(c)(ii); or (d) if requested or required by a Government Agency or if required by law, any court of competent jurisdiction, the NZX Listing Rules, the ASX Listing Rules or the rules of any other recognised stock exchange, but if either party is so required to make any announcement, it must promptly notify the other party, where practicable and lawful to do so, before the announcement is made and must, if practicable, co-operate with the other party regarding the timing and content of such announcement or any action which the other party may reasonably elect to take to challenge the validity of such requirement.

Other announcements. Each party must not make, and must procure that its Related Companies and their respective Representatives do not make, any public announcement concerning the Scheme or the subject matter of this agreement other than: (a) the announcement referred to in clause 16.1; (b) with the written consent of the other party, which must not be unreasonably withheld or delayed; (c) where disclosure is necessary to obtain the benefits of, or to fulfil obligations under, this agreement; or (d) if required by law, any court of competent jurisdiction, any Government Agency or the NZX Listing Rules or the ASX Listing Rules, but if either party is so required to make any announcement, it must promptly notify the other party, where practicable and lawful to do so, before the announcement is made and must co-operate with the other party regarding the timing and content of such announcement, provided that that the obligations in this clause will not prevent the Company from responding to media and other stakeholders where not inconsistent with announcements that are permitted to be made in accordance with the terms of this agreement, including this clause 16.2.

Other announcements. Each party must not make, and must procure that its Related Companies and their respective Representatives do not make, any public announcement concerning the Scheme or the subject matter of this Agreement other than: (a) the announcement referred to in clause 17.1; (b) an announcement which provides an update on progress with implementing the Scheme or, in the case of the Company, any administrative information in relation to the Shareholders approving the Scheme at the Scheme Meeting by the requisite majorities in accordance with sections 236A(2)(a) and 236A(4) of the Companies Act; (c) with the written consent of the other party, which must not be unreasonably withheld or delayed; (d) where disclosure is necessary to obtain the benefits of, or to fulfil obligations under, this Agreement; or (e) if required by law, any court of competent jurisdiction, any Government Agency or the NZX Listing Rules, but if either party is so required to make any announcement, it must promptly notify the other party, where practicable and lawful to do so, before the announcement is made and must co-operate with the other party regarding the timing and content of such announcement or any action which any other party may reasonably elect to take to challenge the validity of such requirement, provided that that the obligations in this clause will not prevent the Company from responding to media and other stakeholders where not inconsistent with announcements that are permitted to be made in accordance with the terms of this Agreement, including this clause 17.2.

Other announcements. (a) In furtherance, and not in limitation, of Section 4.5, from the date of this Agreement through and until the Annual Meeting, none of the parties hereto shall make any public statement (including any statement in any filing with the SEC or any other governmental agency), nor make any private statement to any of the Company’s stockholders or potential stockholders, that is critical of or disparages this Agreement or any actions taken prior to the date hereof by any of the foregoing in connection with the Annual Meeting, except as and to the extent expressly permitted in clause 4.6(b) below. (b) Any statement otherwise prohibited by clause 4.6(a) may nevertheless be made without violating clause 4.6(a) if such statement is required by applicable law, rule or regulation (including any statement required by any filing with the SEC or any other governmental agency and any statement made in response to any inquiry under oath or in response to any inquiry by a governmental or regulatory authority) or is required to be made by the person seeking to make such statement in order to comply with such person’s fiduciary duties to the Company or its stockholders, in each case as reasonably determined by such person based on the advice of outside counsel and, to the extent practicable, upon reasonable prior written notice to the parties hereto of the nature of the statement and the basis pursuant to which it is required to be made.

Other announcements. All public announcements made pursuant to this Section 4.1.4 may include such further statements, and the corporation reserves the right to make such further public announcements, as may be required by law or the rules of the any national securities exchange on which the Series A Common Stock or Series B Common Stock is listed or as the board of directors of the corporation may, in its discretion, deem appropriate.

Other announcements. Subject to clause 10.1 and 10.2 and its continuous disclosure obligations under the Listing Rules and applicable laws, no party may make any public announcement or disclosure in connection with the Takeover Bid (including disclosure to a Regulatory Authority) unless it has used best endeavours to obtain the approval of the form of the disclosure by the other party (acting reasonably). Each party will use all reasonable endeavours to provide such approval as soon as practicable.

Other announcements. Subject to clauses 2.1 and 12.1, no party may make any public announcement or disclosure in connection with the Takeover Bid (including disclosure to a Regulatory Authority) other than in a form approved by the other party (acting reasonably). Each party will use all reasonable endeavours to provide such approval as soon as practicable.

Other announcements. ‌ Each party must not make, and must procure that its Representatives do not make, any public announcement concerning the Scheme or the subject matter of this agreement other than: (a) the announcement referred to in clause 16.1; (b) an announcement which provides an update on progress with implementing the Scheme or, in the case of Arvida, any administrative information in relation to the Shareholders approving the Scheme at the Scheme Meeting by the requisite majorities in accordance with sections 236A(2)(a) and 236A(4) of the Companies Act; (c) with the written consent of the other party, which must not be unreasonably withheld or delayed; or

Other announcements. Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement not issued pursuant to Section 12.2(a) will be issued, if at all, at such time and in such manner as Investor determines. No public announcement or communication regarding this Agreement, the Ancillary Documents or the transactions contemplated by this Agreement shall be made by the Company, GMIL or any Stockholder without the prior written consent of the Investor, which consent shall not be unreasonably withheld.