Press Release; Required Disclosure. The Parties shall issue a press release with respect to the Merger Agreement Termination in a form that is mutually agreed upon in writing by the Parties. Thereafter, none of GBRG, Purchaser, Merger Sub, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or such termination, or any matter related to the foregoing, without first obtaining the prior consent of the Company or GBRG, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to Securities Laws or the rules of any national securities exchange), in which case GBRG or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by GBRG or the Company, as applicable, in good faith); provided, however, that, notwithstanding anything contained in this Agreement to the contrary, each Party and its Affiliates may make announcements and may provide information regarding this Agreement and such termination to their respective owners, their Affiliates, and its and their respective directors, officers, employees, managers, advisors, direct and indirect investors and prospective investors without the consent of any other Party. The Parties acknowledge and agree that, following the earlier of the Termination Date or the execution of this Agreement by all Parties (the “Applicable Date”), GBRG may issue a Current Report on Form 8-K reporting the execution of this Agreement in the form and timing mutually agreed to by GBRG and the Company; provided that in no event shall the Current Report on Form 8-K be issued later than four business days after the Applicable Date. The Parties shall mutually agree as to the timing (subject to the foregoing provision) and contents of any press release or public announcement, or any additional communications required by Law or applicable stock exchange regulation in respect of this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby in accordance with Section 14.4 of the Merger Agreement.
Appears in 1 contract
Samples: Termination and Fee Agreement (Goldenbridge Acquisition LTD)
Press Release; Required Disclosure. The In the event that the Parties terminate the Business Combination Agreement, the Parties shall issue a press release with respect to the Merger Agreement Termination such termination in a form that is mutually agreed upon in writing by the Parties. Thereafter, none of GBRG, PurchaserACAH, Merger Sub, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or such termination, or any matter related to the foregoing, without first obtaining the prior consent of the Company or GBRGACAH, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to Securities Laws or the rules of any national securities exchange), in which case GBRG ACAH or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by GBRG ACAH or the Company, as applicable, in good faith); provided, however, that, notwithstanding anything contained in this Agreement to the contrary, each Party and its Affiliates may make announcements and may provide information regarding this Agreement and such termination to their respective owners, their Affiliates, and its and their respective directors, officers, employees, managers, advisors, direct and indirect investors and prospective investors without the consent of any other Party. The Parties acknowledge and agree that, following the earlier of the Termination Date or the execution of this Agreement by all Parties ACAH (the “Applicable Date”), GBRG ACAH may issue a Current Report on Form 8-K reporting the execution of this Agreement in the form and timing mutually agreed to by GBRG ACAH and the Company; provided that in no event shall the Current Report on Form 8-K be issued later than four business days after the Applicable Date. The Parties shall mutually agree as to the timing (subject to the foregoing provisionproviso) and contents of any press release or public announcement, or any additional communications required by Law or applicable stock exchange regulation in respect of this Agreement, the Merger Business Combination Agreement or the transactions contemplated hereby and thereby in accordance with Section 14.4 5.4 of the Merger Business Combination Agreement.
Appears in 1 contract
Samples: Termination and Fee Agreement (Atlantic Coastal Acquisition Corp.)
Press Release; Required Disclosure. (a) The Parties shall issue a press release with respect to the Merger termination of the Business Combination Agreement Termination and Ancillary Documents, in a form that is mutually agreed upon in writing by the PartiesTarget Company and VIH. Thereafter, except as otherwise provided in Section 6.1(b), none of GBRGVIH, PurchaserHoldco, the Target Company, Merger Sub, the Company Shareholders’ Representative or any of their respective Affiliates shall shall, make any public announcement or issue any public communication regarding this Agreement or such terminationtermination of the Business Combination, or any matter related to the foregoing, without first obtaining the prior consent of the Target Company or GBRGVIH (or following the VIH Liquidation, VIH Sponsor), as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to Securities Laws or the rules of any national securities exchange), in which case GBRG VIH (or VIH Sponsor, as applicable) or the Target Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other partyParty, prior to announcement or issuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by GBRG VIH (or VIH Sponsor, as applicable) or the Target Company, as applicable, in good faith); provided, however, that, notwithstanding anything contained in this Agreement to the contrary, each Party and its Affiliates may make announcements and may provide information regarding this Agreement and such the termination of the Business Combination Agreement to their respective owners, their Affiliates, and its and their respective directors, officers, employees, managers, advisors, direct and indirect investors and prospective investors without the consent of any other Party. .
(b) The Parties acknowledge and agree that, notwithstanding anything to the contrary in Section 6.1(a) of this Agreement or Section 10.11 of the Business Combination Agreement, following the earlier of the Termination Date or the execution of this Agreement by all Parties (the “Applicable Date”)VIH, GBRG VIH may issue a Current Report on Form 8-K reporting the execution of this Agreement in the form and timing mutually agreed to determined by GBRG and the Company; provided that in no event shall the Current Report on Form 8-K be issued later than four business days after the Applicable Date. The Parties shall mutually agree as to the timing (subject to the foregoing provision) and contents of any press release or public announcement, or any additional communications required by Law or applicable stock exchange regulation in respect of this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby in accordance with Section 14.4 of the Merger AgreementVIH.
Appears in 1 contract
Samples: Termination and Fee Agreement (VPC Impact Acquisition Holdings II)
Press Release; Required Disclosure. The Upon the BCA Termination, the Parties shall issue a press release with respect to the Merger Agreement Termination such termination in a form that is mutually agreed upon in writing by the Parties. Thereafter, none of GBRG, Purchaser, Merger Sub, the Company Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or such termination, or any matter related to the foregoing, without first obtaining the prior consent of the Company or GBRGSPAC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to Securities securities Laws or the rules of any national securities exchange), in which case GBRG SPAC or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by GBRG SPAC or the Company, as applicable, in good faith); provided, however, that, notwithstanding anything contained in this Agreement to the contrary, each Party and its Affiliates may make announcements and may provide information regarding this Agreement and such termination to their respective owners, their Affiliates, and its and their respective directors, officers, employees, managers, advisors, direct and indirect investors and prospective investors without the consent of any other Party. The Parties acknowledge and agree that, following the earlier of the Termination Date or the execution of this Agreement by all Parties SPAC (the “Applicable Date”), GBRG SPAC may issue a Current Report on Form 8-K reporting the execution of this Agreement in the form form, contents and timing mutually agreed to by GBRG SPAC and the CompanyCompany prior to the execution of this Agreement; provided that in no event shall the Current Report on Form 8-K be issued later than four business days (4) Business Days after the Applicable Date. The Parties shall mutually agree as to the timing (subject to the foregoing provision) and contents of any press release or public announcement, or any additional communications required by Law or applicable stock exchange regulation in respect of this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby in accordance with Section 14.4 of the Merger Agreement.
Appears in 1 contract
Samples: Termination and Fee Agreement (Silver Spike Acquisition Corp II)