Public and Employee Communications. (1) The Company and the Purchaser shall consult with each other in issuing any press release or otherwise making any public announcement or statement concerning the transactions contemplated hereby and shall agree on the text of joint press releases by which the Company and the Purchaser will announce (i) the execution of this Agreement and (ii) the completion of the Arrangement. The Parties shall co-operate in the preparation of presentations, if any, to Company Shareholders and holders of Purchaser Shares regarding the Arrangement. Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (2) Except as may be required by Law, prior to making any internal Company-wide or other broad communication to employees of the Company with respect to the transactions contemplated herein: (a) the Company will provide the Purchaser with a copy of the intended communication; (b) the Purchaser will have a reasonable period of time to review and comment on the communication; (c) the Company will consider any such comments in good faith; and (d) the Parties will cooperate in providing any such mutually agreeable communication. (3) For the avoidance of doubt, nothing in this Section 4.7 shall prevent the Company from making internal announcements to employees, having discussions with stakeholders or responding to questions from investors or other stakeholders at regularly scheduled investors calls, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements by the Company. (4) Each of the Company and the Purchaser agrees that the Company will file the material change report required to be filed following the public announcement of this Agreement by the Company in accordance with applicable Securities Laws and that the copy of this Agreement to be publicly filed in connection with such material change report will contain such redactions as each Party may reasonably request, provided such redactions are permitted by applicable Law.
Appears in 2 contracts
Samples: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
Public and Employee Communications. (1a) The Parties shall each issue a press release with respect to this Agreement and the Arrangement as soon as practicable following the execution of this Agreement, the text of each such announcement to be in form and substance approved by the Company and the Purchaser in advance, acting reasonably and without delay. The Parties consent to this Agreement, the Company Support Agreements and the Purchaser Support Agreements being filed on SEDAR+ as soon as practicable after the public announcement of the Arrangement, subject to any redactions of commercially sensitive information that are agreed to between the Parties, acting reasonably.
(b) The Company and the Purchaser shall consult with each other will cooperate and participate: (i) in the preparation of presentations to the Company Shareholders, the Purchaser Shareholders, prospective investors under the Concurrent Financing or the analyst community regarding the Arrangement; (ii) in issuing any press release releases or otherwise making any public announcement statements or statement concerning the transactions contemplated hereby and shall agree on the text of joint press releases by which the Company and the Purchaser will announce (i) the execution of this Agreement and (ii) the completion of the Arrangement. The Parties shall co-operate in the preparation of presentations, if any, to Company Shareholders and holders of Purchaser Shares regarding the Arrangement. Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure disclosures with respect to this Agreement or the Arrangement without Arrangement; and (iii) in making any filing with any Governmental Authority or with any stock exchange, including the consent of the other Party (which consent shall not be unreasonably withheldCSE, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure this Agreement or filing)the Arrangement. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filingdisclosure.
(2c) Except as may be required by Law, prior to making any internal Company-wide or other broad communication to employees of Neither the Company nor the Purchaser shall (i) issue any press release or otherwise make public announcements or any other external communication with respect to this Agreement or the transactions contemplated herein: (a) Arrangement without the Company will provide the Purchaser with a copy prior consent of the intended communicationother Party (which consent shall not be unreasonably withheld, delayed or conditioned); or (bii) make any filing with any Governmental Authority or with the Purchaser will have a reasonable period of time to review and comment on CSE with respect thereto with-out prior consultation with the communication; (c) the Company will consider any such comments other Party, in good faith; and (d) the Parties will cooperate each case, except as set out in providing any such mutually agreeable communicationthis Agreement.
(3d) For the avoidance of doubt, nothing in this Section 4.7 none of the foregoing shall prevent the Company or the Purchaser from making internal announcements to employees, employees and having discussions with stakeholders or responding to questions from investors or shareholders, financial analysts and other stakeholders at regularly scheduled investors calls, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the CompanyCompany or the Purchaser, respectively.
(4e) Each Except as may be required by Law, prior to making any material written or oral communications to any director, officer, employee, consultant or contractor pertaining to compensation or benefit matters that are affected by the Arrangement, the Company will use commercially reasonable efforts to provide the Purchaser with a copy of the intended communication, and provide the Purchaser with a reasonable period of time to review and comment on the communication, the Company will consider any such comments in good faith, and the Purchaser agrees that and the Company will file cooperate in providing any such mutually agreeable communication.
(f) Notwithstanding anything to the material change report required contrary herein, (i) the Company shall have no obligation to be filed following obtain the consent of or consult with the Purchaser prior to any press release, public announcement of this Agreement statement, disclosure or filing by the Company in accordance with applicable Securities Laws and that the copy regard to an Acquisition Proposal or a Company Change of this Agreement to be publicly filed Recommendation or in connection with such material change report will contain such redactions as each Party may reasonably request, provided such redactions are permitted by applicable Law.any dispute between the Parties regarding this Agreement and the Arrangement; and
Appears in 1 contract
Samples: Arrangement Agreement
Public and Employee Communications. (1) The Company and the Purchaser shall consult with each other in issuing any press release or otherwise making any public announcement or statement concerning the transactions contemplated hereby and shall agree on the text of joint press releases by which the Company and the Purchaser will announce (i) the execution of this Agreement and (ii) the completion of the Arrangement. The Parties shall co-operate in the preparation of presentations, if any, to Company Shareholders and holders of Purchaser Shares Shareholders regarding the Arrangement. Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.
(2) Except as may be required by Law, prior to making any internal Company-wide or other broad communication to employees of the Company with respect to the transactions contemplated herein: (a) the Company will provide the Purchaser with a copy of the intended communication; (b) the Purchaser will have a reasonable period of time to review and comment on the communication; (c) the Company will consider any such comments in good faith; and (d) the Parties will cooperate in providing any such mutually agreeable communication.
(3) For the avoidance of doubt, nothing in this Section 4.7 4.8 shall prevent the Company from making internal announcements to employees, having discussions with stakeholders or responding to questions from investors or other stakeholders at regularly scheduled investors calls, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements by the Company.
(4) Each of the Company and the Purchaser agrees that the Company will file the material change report required to be filed following the public announcement of this Agreement by the Company in accordance with applicable Securities Laws and that the copy of this Agreement to be publicly filed in connection with such material change report will contain such redactions as each Party may reasonably request, provided such redactions are permitted by applicable Law.
Appears in 1 contract
Samples: Arrangement Agreement