Common use of Public Announcements Clause in Contracts

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.

Appears in 3 contracts

Samples: Exchange Agreement (General Electric Co), Exchange Agreement (General Electric Co), Exchange Agreement (Lockheed Martin Corp)

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Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, execution of this Agreement shall be a NeoGenomics press release that shall be reasonably agreed upon by the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes Seller. No Party or any Affiliate or Representative of any filings to be made with Party shall issue or cause the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition publication of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make public announcement or otherwise communicate with any public statement with news media in respect to of the Transaction Documents Agreements or the Contemplated Transactions without the prior written consent of the other, any other Parties (which consent will shall not be unreasonably withheld withheld, conditioned or delayed), except that no as a Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such consent shall be required Party or its Affiliates lists or trades securities (in which case the disclosing Party will use its reasonable best efforts to (a) advise the extent that other Parties before making such press disclosure and (b) provide such other Parties a reasonable opportunity to review and comment on such release or public statement is consistent announcement and consider in good faith any comments with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosurerespect thereto. Notwithstanding the foregoing, no provision the Parties agree to develop a mutually agreed upon set of this Section 7.03 shall relieve any taking points that either party from its obligations under Section 4.02 may use with the news media or investors without first seeking written consent of the Contribution other party. No Party shall make publicly available any Transaction Agreement (or any portion of any Transaction Agreement) (whether before or after the Closing) without the prior written consent of the other Parties, except as any Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Parties before making such disclosure and, upon the request of the other Parties, the Parties will work together in good faith to agree and pursue appropriate confidential treatment requests with respect to such Transaction Agreements). This Section 6.01 13.04 shall not apply to disclosures by a Party to its Representatives for the purpose of obtaining advice in connection with the Transactions, it being understood that such Representatives will be informed of the confidential nature of the Transactions and Transaction Agreements and will be directed to treat such information as confidential in accordance with the terms of this Agreement, as the case may be.

Appears in 2 contracts

Samples: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)

Public Announcements. The public disclosure parties agree that GRNQ shall be entitled to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial issue a press release to be issued (the “Press Release”) and one or more Form 8-Ks with respect to the Contemplated Transactions, the description announcement of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, this Agreement and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding transactions contemplated hereby (the Contemplated Transactions, will be made only as agreed by LM and GE, except as “Announcements”); provided that unless required by Applicable LawLaw or stock exchange requirements, in no event shall such Announcements disclose the shareholders of GRBV. Each GRNQ shall prepare the initial draft of GE any such Press Release, provide GRBV with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and LM agrees thatcomment thereon, except and consider any such comments of GRBV in good faith and use reasonable efforts to resolve any disagreements with GRBV on the contents of such Press Release before it is issued. Other than as required by Applicable Lawprovided in the preceding sentence with respect to the Announcements, neither it nor the parties agree to consult with each other before issuing any of its Affiliates will issue any other press release or make making any public statement with respect to the Transaction Documents this Agreement or the Contemplated Transactions transactions contemplated hereby and, except for any press releases and public statements the making of which may be required by Applicable Law or any listing requirement of any national securities exchange, both parties shall not issue any such press release or make any such public statement without the prior consent of the other, GRBV (which consent will shall not be unreasonably withheld or delayed), except that GRBV shall not issue any such press release or make any such public statement without the prior consent of GRNQ, and no such consent shall be required to the extent that such press release or public announcement shall disclose the shareholders of GRBV unless required by Applicable Law or stock exchange requirements; provided, however, that if disclosure is required by Applicable Law, both parties shall, to the extent reasonably possible, provide the other parties with prompt notice of such requirements prior to making any disclosure so that such other parties may seek an appropriative protective order; provided, further, that after the transactions contemplated hereby have been announced, GRNQ shall be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement that, in each case, is consistent with any public statement previously issued or made by GRNQ in accordance with the public disclosure heretofore agreed. To the extent provisions of this ‎Section 6.3 or that LM receives comments relating are required to be disclosed pursuant to the Contemplated Transactions from 1933 Act, the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition 1934 Act or the requirements of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may benational securities exchange.

Appears in 2 contracts

Samples: Agreement (Greenpro Capital Corp.), Agreement (Greenpro Capital Corp.)

Public Announcements. The public disclosure to be made by Neither Seller, nor any of Seller's Affiliates, successors or assigns, shall make any public announcements regarding the parties accompanying the announcement existence of the Contemplated Transactions, including, among other thingsthis Agreement, the initial press release to terms of this Agreement and/or the transactions contemplated herein without the prior written approval of Buyer, which approval may be issued with respect to granted or withheld in the Contemplated Transactionssole and absolute discretion of Buyer. Seller further agrees that (1) Buyer may file this Agreement and other documents evidencing the transactions contemplated herein, the including a description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Actmaterial terms thereof, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (includingCommission, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent approval of Seller, to the otherextent deemed necessary or advisable in Buyer's reasonable discretion; and (2) Buyer may issue one or more press releases regarding this Agreement and/or the transactions contemplated herein, which consent will to the extent deemed advisable in Buyer's reasonable discretion; provided, however, such press releases shall be reasonably approved by Seller prior to publication (such approval (i) not to be unreasonably conditioned, withheld or delayed, except (ii) to be provided timely enough such that no Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Buyer to disclose the information required by securities laws and regulations). Buyer further agrees that (1) Seller may file this Agreement and other documents evidencing the transactions contemplated herein, including a description of the material terms thereof, with the Securities Exchange Commission and such consent shall be required other Canadian and British Columbian governmental authorities having jurisdiction over Seller, without the prior approval of Buyer, to the extent that deemed necessary or advisable in Seller's reasonable discretion; and (2) Seller may issue one or more press releases regarding this Agreement and/or the transactions contemplated herein, to the extent deemed advisable in Seller's reasonable discretion; provided, however, such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating releases shall be reasonably approved by Buyer prior to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 publication (such approval (i) not to be filed by LM in connection with its acquisition of Northrop Grummanunreasonably conditioned, GE agrees to respond to any written request from LM for GE's consent to additional withheld or modified disclosure delayed, (ii) to be made concerning provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Seller to disclose the Contemplated Transactions within one Business Day following GE's receipt information required by securities laws and regulations). The covenants and agreements of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of Seller set forth in this Section 7.03 4.4(b) hereof shall relieve any party from its obligations under Section 4.02 of survive the Contribution Agreement or Section 6.01 of this Agreement, as the case may beClosing indefinitely.

Appears in 2 contracts

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (TILT Holdings Inc.), Purchase and Sale Agreement (TILT Holdings Inc.)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, hereto agree that the initial press release to be issued with respect to the Contemplated TransactionsTransactions shall be in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the description execution of the Contemplated Transactions for purposes of the notification this Agreement. Tempranillo and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of Lafite shall consult with each other before issuing any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial other press release, or scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to consult with each other before making any other public statement, in each case, with respect to this Agreement or the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will shall not issue any other such press release or make any such other public statement with respect relating to the Transaction Documents this Agreement or the Contemplated Transactions without the prior consent of the otherother party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed, except for any such release or announcement that no such consent Tempranillo or Lafite determines, after consultation with outside legal counsel, is required by Applicable Law or any listing agreement with or rule of any national or foreign securities exchange or association upon which the securities of Lafite or Tempranillo, as applicable, are listed, in which case the party required to make the release or announcement shall be required provide notice to and, to the extent that reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party reasonable time (taking into account the circumstances) to comment on, such press release or announcement in advance of such issuance, and the party will consider any such reasonable comments that are timely provided in good faith; provided, however, that nothing in this Section 8.05 shall prohibit or limit either party from (i) making any public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating in response to the Contemplated Transactions questions from the Securities press, analysts, investors or those attending industry conferences, making internal announcements to employees and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM making disclosures in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments Lafite SEC Documents and the proposed disclosure. Notwithstanding Tempranillo SEC Documents, as applicable, so long as such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements approved in advance by the foregoingother party, no provision or (ii) making any public statement, internal announcements to employees or disclosures in the Lafite SEC Documents and the Tempranillo SEC Documents in respect of this Section 7.03 a Lafite Adverse Recommendation Change or Tempranillo Adverse Recommendation Change, as applicable; provided, further, that the foregoing proviso shall relieve not in any party from its obligations under Section 4.02 of the Contribution Agreement way effect any other prohibition or Section 6.01 of limitation contained in this Agreement, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Livongo Health, Inc.), Agreement and Plan of Merger (Teladoc Health, Inc.)

Public Announcements. The Until the Closing, neither Party shall make any press release or other public disclosure to be made by any announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party; provided, however, that the foregoing shall not restrict disclosures by Purchaser or Seller which are (a) necessary, upon advice of counsel, for such disclosing Party to comply with by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates or (b) necessary for a Party to perform this Agreement, including disclosures to Governmental Bodies, a Party’s attorneys, lenders or financial advisors (provided that such attorneys, lenders or advisors are obligated to keep such information confidential), or third parties accompanying holding preferential rights to purchase, rights of consent or other rights that may be applicable to the announcement transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents; and provided further that Purchaser may disclose the Contemplated Transactions, including, among other thingsexistence and contents of this Agreement and the transactions contemplated hereby to the Standard & Poor’s and Xxxxx’x rating agencies (provided that such agencies are obligated to keep such information confidential). At or after Closing, the initial content of any press release to or public announcement shall be issued with respect subject to the Contemplated Transactionsprior review and reasonable approval of Seller and Purchaser. Notwithstanding the foregoing, the description of the Contemplated Transactions for purposes of the notification Seller acknowledges and report form agrees that Purchaser is required to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made make a public announcement and filing with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, regarding this Agreement and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments Upstream Purchase Agreement and the proposed disclosuretransactions contemplated hereby and thereby), including filing said agreements. Notwithstanding the foregoingPurchaser will provide Seller with a reasonable opportunity to review and comment upon such public announcement and filing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beincluding all exhibits thereto (and will consider Seller’s reasonable comments timely made thereto) prior to their release.

Appears in 2 contracts

Samples: Membership Interest Purchase and Sale Agreement (Legacy Reserves Inc.), Membership Interest Purchase and Sale Agreement (Legacy Reserves Lp)

Public Announcements. The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, except in connection with the matters contemplated by ‎Section 6.04, Parent and the Company shall consult with each other before issuing any press release, making any other public disclosure statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally) and, except in respect of any public statement or press release as may be made required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before obtaining the parties accompanying other party’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the announcement foregoing, after the issuance of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of or any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make the making of any public statement with respect to which the Transaction Documents foregoing consultation procedures have been followed, (a) either party may issue such additional publications or press releases and make such other customary announcements and public statements without consulting with any other party hereto so long as such additional publications, press releases, announcements and public statements do not disclose any non-public information regarding the Contemplated Transactions without transactions contemplated by this Agreement beyond the prior consent scope of the otherdisclosure included in and as materially consistent with, which consent will not be unreasonably withheld the initial press release or delayed, except that no such consent shall be required to the extent that such another press release or public statement is consistent with respect to which the public disclosure heretofore agreed. To other party had been consulted and (b) Parent and its Affiliates may provide information regarding this Agreement and the transactions contemplated hereby to their respective existing or prospective limited partners and other investors on a confidential basis to the extent that LM receives comments relating such recipients are subject to customary confidentiality obligations prior to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may besuch information.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chase Corp), Agreement and Plan of Merger (Chase Corp)

Public Announcements. The public disclosure to be made by No Party shall issue any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued or otherwise make public statements or filings with respect to this Agreement or the Contemplated TransactionsClosing Documents, or the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (includingtransactions contemplated herein or therein, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the otherother Parties (or, in the case of the Purchaser, of the Requisite Vendors, if before the Closing, or the Vendors’ Delegate, if after the Closing) which consent will shall not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision (i) each Party shall have the right to override such obligation in order to make any disclosure or filing required under applicable Laws or the listing rules of this Section 7.03 any recognised stock exchange on which its shares (or the shares of its holding company) are listed or intended to be listed, in which case the Party making any such disclosure shall relieve use commercially reasonable efforts to give prior written notice to the other Parties and reasonable opportunity for the other Parties (for the Vendors, the Requisite Vendors prior to Closing, or after Closing, the Vendors’ Delegate) to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give such notice immediately following the making of any party from its obligations under Section 4.02 such disclosure or filing and (ii) following the public announcement of the Contribution transactions contemplated by this Agreement, the Vendors’ Delegate and Solomon Partners Securities, LLC shall be permitted to announce that it has been engaged to serve as the Vendors’ Delegate and financial advisor to the Corporation, respectively, in connection herewith as long as such announcement does not disclose any of the non- publicly announced terms hereof. Schedule 7.5 sets out the agreed upon announcement regarding the transactions contemplated by this Agreement which the Parties have agreed will be issued by the Purchaser or Section 6.01 its Affiliates forthwith after the date of this Agreement, as . Any use of the case may bePurchaser’s or the Parent’s name or logo shall require the prior written approval of the Purchaser.

Appears in 2 contracts

Samples: Share Purchase Agreement (Telix Pharmaceuticals LTD), Share Purchase Agreement (Telix Pharmaceuticals LTD)

Public Announcements. The Any public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued or similar publicity with respect to this Agreement or the Contemplated Transactionstransactions contemplated by this Agreement will be issued, the description of the Contemplated Transactions for purposes of the notification if at all, at such time and report form to be filed pursuant to the HSR Actin such manner as Buyer and Seller mutually determine or as required by Legal Requirements, the description of the Contemplated Transactions for purposes including securities laws requirements or requirements of any filings securities markets on which the shares of Buyer or Seller are listed. Buyer and Seller each agree to be made consult with the Securities other and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM cooperate in connection with its acquisition the issuance of Northrop Grumman) any press releases or trade releases and certain the making of such other public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to this Agreement and the Transaction Documents transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Buyer and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the Contemplated Transactions without the shares of Buyer or Seller are listed, prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent Closing Seller, Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, provided, however, that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities this Agreement and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to each Ancillary Agreements may be filed by LM disclosed in connection with its acquisition a merger, acquisition, reorganization or sale of Northrop Grumman, GE agrees all or substantially all of the assets of Buyer or Seller (subject to respond to any written request from LM for GE's consent to additional or modified binding use and disclosure to be made restrictions at least as protective as those set forth herein). Seller and Buyer will consult with each other concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written requestmeans by which the employees, which shall include a copy customers, and suppliers of the relevant comments Business and others having dealings with the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 Business will be informed of the Contribution Agreement or Section 6.01 of transactions contemplated by this Agreement, as and Buyer will have the case may beright to be present for any such communication. Immediately following the Closing, Seller and Buyer shall jointly publicly announce completion of the Closing in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the Closing each shall be entitled to make its own public announcement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Remec Inc), Asset Purchase Agreement (Spectrum Control Inc)

Public Announcements. The PARTIES agree that the public disclosure to be made announcements by any the PARTIES of the parties accompanying execution of this Agreement shall be substantially in the announcement form of the Contemplated Transactions, including, among other things, the initial press release to be issued attached as Appendix B-1, with respect to SALIX, and B-2, with respect to EISAI, and shall cooperate in the Contemplated Transactionsissuance thereof as soon as practicable after the execution of this Agreement unless otherwise agreed by the PARTIES. In addition, the description PARTIES recognize that each PARTY may from time to time desire to issue additional press releases and make other public statements or disclosures regarding the subject matter of this Agreement, and hereby agree that such publication shall be permitted without the Contemplated Transactions for purposes of the notification and report form to be filed pursuant other PARTY’s consent, to the HSR Actextent that such additional releases or statements do not contain information beyond that included in the press releases attached as Appendix B-1 or B-2 or in subsequent press releases approved in writing by both PARTIES. Except as provided in the foregoing two (2) sentences, the description SALIX and EISAI each agrees not to disclose any terms or conditions of the Contemplated Transactions for purposes of this Agreement to any filings THIRD PARTY or to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions about this Agreement without the prior written consent of the other, other PARTY (which consent will shall not be unreasonably withheld or delayed), except as is required by applicable law, rule or regulation or the rules of any stock exchange or automated quotation system on which the stock of a PARTY is traded; provided that no such consent shall be if this Agreement is required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM as part of any public document, the filing PARTY shall, to the fullest extent permitted under such law, rule or regulation, request that confidential treatment be afforded to this Agreement; provided further that either PARTY may allow a THIRD PARTY to review this Agreement as part of an overall due diligence examination of such PARTY in connection with its acquisition of Northrop Grummanany potential financing, GE agrees acquisition, disposition or other business combination provided that such THIRD PARTY has agreed to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning maintain the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy confidentiality of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision terms of this Agreement and to use such information solely for the purpose of such due diligence investigation pursuant to a written agreement having terms at least as protective as those contained in Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be6.12.

Appears in 2 contracts

Samples: Promotion Agreement, Co Promotion Agreement (Salix Pharmaceuticals LTD)

Public Announcements. The public disclosure to be made by any of Parties have agreed the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to set out as Schedule 11.4, which the Contemplated TransactionsParties will not disclose until August 25, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial 2016. Other than this press release, neither Licensor nor F-star GmbH, F-star Ltd or their respective Affiliates, on the one hand, and Denali and its Affiliates on the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with other, shall issue any public announcement, press release, or other public disclosure regarding this Agreement or its acquisition of Northrop Grumman) and certain public statements to be made subject matter without the other’s prior written consent regarding the Contemplated Transactions, will be made only as agreed by LM timing and GEcontent, except as for any such disclosure that is, in the opinion of the disclosing entity’s counsel, required by Applicable LawLaw or the rules of a stock exchange on which the securities of the disclosing entity are listed (or to which an application for listing has been submitted). Each In the event an entity is, in the opinion of GE and LM agrees thatits counsel, except as required by Applicable LawLaw or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, neither it nor any of its Affiliates will issue any other press release such entity shall submit the proposed disclosure in writing to Denali (if the entity is Licensor, F-star GmbH, or make any public statement with respect F-star Ltd) or Licensor (if the entity making the disclosure is Denali) as far in advance as reasonably practicable (and in no event less than seven (7) Business Days prior to the Transaction Documents or the Contemplated Transactions without the prior consent anticipated date of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required disclosure) so as to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating provide a reasonable opportunity to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosurecomment thereon. Notwithstanding the foregoing, no provision Denali, its Sublicensees and its and their respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding mAb2 and Licensed Products; provided, that (a) such disclosure is subject to the provisions of this ARTICLE 11 with respect to Licensor’s Confidential Information and Section 7.03 11.6 and (b) Denali shall relieve not use the name of Licensor, F-star GmbH, F-star Ltd or its or their respective Affiliates (or insignia, or any party from its obligations under Section 4.02 contraction, abbreviation or adaptation thereof) in such disclosure without prior written permission of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beapplicable entity.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Denali Therapeutics Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.)

Public Announcements. The public disclosure (a) Subject to be made by any Section 5.4(b), Section 5.7 and Section 5.8, none of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseParties shall, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition Parties shall procure that none of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactionstheir respective Representatives shall, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release releases or make any public statement announcements with respect to the Transaction Documents this Agreement or the Contemplated Transactions transactions contemplated hereby without the prior written consent of of, prior to the otherClosing, the Company and Bannix or, after the Closing, the Company and the Bannix Sponsor; provided, however, that each Party, the Bannix Sponsor and their respective Representatives may issue or make, as applicable, any such press release, public announcement or other communication (i) if such press release, public announcement or other communication is required by applicable Law, in which consent will not be unreasonably withheld case (A) prior to the Closing, the disclosing Party or delayedits applicable Representatives shall, except that no such consent shall be required unless and to the extent that prohibited by such applicable Law, (x) if the disclosing Person is Bannix or a Representative of a Bannix, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release release, public announcement or communication and shall consider any such comments in good faith, or (y) if the disclosing Party is the Company, a Transferor or a Representative of the Company, reasonably consult with Bannix in connection therewith and provide Bannix with an opportunity to review and comment on such press release, public statement announcement or communication and shall consider any such comments in good faith, or (B) after the Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is consistent the Bannix Sponsor or a Representative of the Bannix Sponsor, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public disclosure heretofore agreed. To announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is a Transferor, the Company or a Representative of the Company, reasonably consult with Bannix and the Bannix Sponsor in connection therewith and provide Bannix and the Bannix Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, and (z) if the disclosing Person is Bannix or a Representative of Bannix, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (ii) to the extent that LM receives comments relating such press release, public announcements or other communications contain only information previously disclosed in a press release, public announcement or other communication previously made in accordance with this Section 5.4 and (iii) to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM Governmental Entities in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure Consents required to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case Ancillary Documents or in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that Bannix and its Representatives may beprovide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or indirect former, current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.

Appears in 2 contracts

Samples: Business Combination Agreement (Bannix Acquisition Corp.), Business Combination Agreement (Bannix Acquisition Corp.)

Public Announcements. The Parties agree that prior to making any public disclosure announcement or statement with respect to this Agreement or the transaction represented herein permitted under this Section 16.6, the Party desiring to make such public announcement or statement shall provide the other Parties with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Parties shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable efforts to (i) agree upon the text of a joint public announcement or statement to be made by any all Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the parties accompanying other Parties to the text of a public announcement or statement. Nothing contained in this Section 16.6 shall be construed to require any Party to obtain approval of the Contemplated Transactions, including, among any other things, the initial press release Party to be issued disclose information with respect to this Agreement or the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form transaction represented herein to be filed pursuant any Governmental Authority to the HSR Act, the description extent required by Applicable Law or necessary to comply with disclosure requirements of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (includingCommission, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue New York Stock Exchange or any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the otherregulated stock exchange. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]

Appears in 2 contracts

Samples: Gathering and Disposal Agreement (Oasis Midstream Partners LP), Transportation Services Agreement (Oasis Midstream Partners LP)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release regarding this Agreement and the Transactions will be a joint press release reasonably acceptable to be issued Seller and Buyer, and, thereafter, Seller and Buyer each will consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form prior to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of making any filings to be made with the Securities and Exchange Commission any Third Party or any Governmental Authority (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grummanincluding NYSE American) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayedTransaction, except that no such consent shall as may be required to the extent that such press release by Governmental Order or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed Law or by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond obligations pursuant to any written listing Contract with or rules of NYSE American or by the request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosureany Governmental Authority. Notwithstanding the foregoing, no provision this Section 6.09 shall not apply to any press releases, public announcements, communications or filings (a) that are consistent with the initial press release and the terms of this Agreement and do not contain any information relating to Seller, Buyer or the Transactions that has not been previously announced or made public in accordance with the terms of this Section 7.03 shall relieve 6.09, (b) with respect to any party from its obligations under Section 4.02 of announcement made that relates to any Acquisition Proposal or Adverse Recommendation Change in accordance with the Contribution Agreement or Section 6.01 terms of this Agreement, as including Section 6.02, or (c) internal communications to employees of Seller that, in the case good faith assessment of Seller would not need to be publicly filed by Seller pursuant to applicable Law. Notwithstanding any other provision of this Agreement to the contrary, Buyer and its Representatives or Affiliates may bemake customary disclosures, announcements and communications to potential financing sources (including the Financing Sources) and their Representatives and Affiliates in relation to obtaining the Debt Financing for the purposes of financing the Transactions, provided such Representatives and Affiliates are subject to customary confidentiality agreements.

Appears in 2 contracts

Samples: Asset Purchase Agreement (NovaBay Pharmaceuticals, Inc.), Asset Purchase Agreement (NovaBay Pharmaceuticals, Inc.)

Public Announcements. The Each Stockholder shall, and shall cause its controlled Affiliates to, consult with the Special Committee prior to issuing any press release or otherwise making public disclosure announcements, disclosures or communications issued by such Stockholder or its controlled Affiliates with respect to be made by this Agreement, the Merger Agreement, the Parent Share Issuance or any of the parties accompanying other transactions contemplated by the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseMerger Agreement, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will shall not issue any other such press release or make any such press release, public statement announcement, disclosure or communication prior to such consultation, except as may be required by applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Entity, in which case the Person making the disclosure shall give the Special Committee reasonable opportunity to review and comment upon such disclosure or communication to the extent reasonably practicable and legally permitted; provided that, with respect to any Stockholder that is a partnership, the Transaction Documents foregoing shall not restrict any communications between such Stockholder and its or its Affiliates’ direct or indirect limited partners; provided that such communications do not contain any material non-public information and do not include any statements that could reasonably be construed as critical or adverse to the Mergers, the Parent Share Issuance or the Contemplated Transactions without other transactions contemplated by the prior consent Merger Agreement or this Agreement or that would constitute a Change of Parent Recommendation if made by the Parent Board or any committee of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosureParent Board. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 each Stockholder hereby agrees to permit Parent and the Company to publish and disclose in the Joint Proxy Statement (including all documents filed with the SEC in accordance therewith), such Stockholder’s identity and beneficial ownership of the Contribution Agreement Subject Shares or Section 6.01 other equity interests of Parent and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement, as the case may be.

Appears in 2 contracts

Samples: Voting Agreement (Eidos Therapeutics, Inc.), Voting Agreement (KKR Genetic Disorder L.P.)

Public Announcements. The Except as otherwise contemplated by Section 5.5 (Non-Solicitation) or in connection with any dispute among the parties regarding this Agreement, the Company, Parent and Merger Sub shall consult with each other before issuing any press release or otherwise making any public disclosure statements with respect to be made by any this Agreement or the transactions contemplated hereby, and none of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its or their respective Affiliates will shall issue any other such press release or make any public statement with respect prior to obtaining the Transaction Documents or the Contemplated Transactions without the prior other parties’ consent of the other, (which consent will shall not be unreasonably withheld withheld, conditioned or delayed), except that no such consent shall be required necessary to the extent disclosure may be required by Law, Order or applicable stock exchange rule or any listing agreement of any party hereto (and in such event, such party shall use its reasonable best efforts to consult with the other party prior to such disclosure) or is consistent with prior written communications previously consented to by the other parties. In addition, the Company may, without Parent’s or Merger Sub’s consent, communicate to its investors, employees, customers, suppliers, consultants, Financing Sources (and Representatives of Financing Sources) and Debt Financing Sources Related Parties; provided that such communication is consistent with prior communications of the Company or any plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. For the avoidance of doubt, the foregoing shall not restrict Parent’s or its Affiliates’ disclosure of information regarding the transactions contemplated hereby, including information related to Parent’s determination to enter into this Agreement, in connection with fundraising, marketing, informational or reporting activities so long as such disclosures are made pursuant to a confidentiality agreement having provisions as to the confidential treatment of information that are not materially less favorable in the aggregate to the Company than the confidentiality provisions of the Confidentiality Agreement. For the avoidance of doubt, this Section 5.8 shall not apply to or otherwise restrict any Company communication (including a press release or other public statement is consistent statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the board of directors of the Company. Notwithstanding anything herein to the contrary, the Company and its Representatives, the Financing Sources (and their Representatives) and/or the Debt Financing Sources Related Parties may make customary disclosures and communications to potential financing sources in relation to obtaining any Financing so long as such persons enter into a confidentiality agreement and a clean team agreement, as applicable, with the public disclosure heretofore agreed. To the extent that LM receives comments relating Company, in each case, having provisions as to the Contemplated Transactions from confidential treatment of information that are not materially less favorable in the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 aggregate to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy Company than the confidentiality provisions of the relevant comments Confidentiality Agreement and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Clean Team Agreement, as the case may berespectively.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)

Public Announcements. The public disclosure to be made by any Contemporaneously with the execution and delivery of this Agreement, the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the hereto shall issue a joint initial press release announcing the execution of this Agreement in such form as has been as mutually agreed. Thereafter, (i) the parties hereto shall consult with one another prior to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of issuing any press release or otherwise making any public communications (other than required filings to be made with the Securities and Exchange Commission addressed in clause (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM ii) below) in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents Merger or the Contemplated Transactions without the prior consent of the other, which consent will other transactions contemplated by this Agreement and shall provide each other with a meaningful opportunity to review and approve (such approval not to be unreasonably withheld or delayed) any such press releases or other public communications, except and (ii) prior to making any required filings with any Governmental Entity, national securities exchange or interdealer quotation service with respect to the Merger or the other transactions contemplated by this Agreement, the parties will consult with one another and will provide each other with a meaningful opportunity to review and comment upon, such filings, except, with respect to clauses (i) and (ii) above, as may be required by Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service in which event each party hereto shall endeavor, on a basis reasonable under the circumstances, to consult with and provide a meaningful opportunity to the other parties hereto to review, approve or comment as set forth above. Notwithstanding any provision hereof to the contrary, Parent and Merger Sub may disclose any and all information relating to this Agreement and the transactions contemplated hereby, including the Merger, the Company and its Subsidiaries, to their financing sources, including lenders; provided, that such financing sources execute reasonable confidentiality agreements with respect to such information. Notwithstanding anything to the contrary in this Agreement or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, each party may disclose to any Person, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement; provided, however, that no such consent shall be required party (nor any Representative thereof) may disclose any information that is not necessary to understanding the tax treatment and tax structure of the transactions contemplated by this Agreement (including the identity of the parties and any information that could lead another Person to determine the identity of the parties) or any information to the extent that such press release disclosure could result in a violation of any federal or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may bestate securities Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Edison Schools Inc), Agreement and Plan of Merger (Edison Schools Inc)

Public Announcements. The Other than as required by a Party or its Affiliates to comply with applicable laws or regulations, each Party agrees that the terms of this Agreement are Confidential Information and neither Party shall make any public disclosure announcement disclosing the terms of this Agreement without the prior written consent of the other Party (not to be made unreasonably withheld) and shall, if required by law to make such public announcement: (a) to the extent possible, notify the other Party if it anticipates that it may be required to make such public announcement; (b) provide such other Party with a copy of such public announcement, or the relevant portions thereof, a reasonable time prior to its release (and any of revisions to such public announcement a reasonable time prior to the parties accompanying release thereof); (c) consult with and follow any reasonable directions from the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued Party with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification disclosures in such public announcement; and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grummand) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will if disclosure cannot be unreasonably withheld or delayedavoided, except that no such consent shall be required only disclose Confidential Information to the extent necessary to comply with law. LICR and 4-AB anticipate that such they may desire to issue joint or individual press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 releases upon execution of this Agreement, as and on the occurrence of significant development milestones (which for LICR shall relate to Select Licensed Products). In each case may bethe Parties shall coordinate with respect thereto. 4-AB and its Affiliates shall be entitled to disclose the results of their research, development and commercialization activities related to this Agreement in their sole and absolute discretion. 4-AB and its Affiliates will not use the names of a Licensor or the names of any of a Licensors officers, scientific faculty or researchers without such Licensor’s prior written consent in any press release, advertising or promotional materials. Public announcements and statements by 4-AB and its Affiliates reporting significant advances in the development and commercialization of Select Licensed Products will acknowledge Licensors’ role in the discovery and validation of the Licensed Antibody(s), consistent with the provisions of Appendix B attached hereto.

Appears in 2 contracts

Samples: License Agreement (Agenus Inc), License Agreement (Agenus Inc)

Public Announcements. The Parent and the Company shall use reasonable best efforts to develop a joint communications plan and each party shall use reasonable best efforts to ensure that all press releases and other public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued statements with respect to the Contemplated Transactionstransactions contemplated hereby, to the description of the Contemplated Transactions for purposes of the notification and report form to extent they have not been previously issued or disclosed, shall be filed consistent with such joint communications plan. Unless otherwise required by applicable Law or by obligations pursuant to the HSR Act, the description of the Contemplated Transactions for purposes any listing agreement with or rules of any filings securities exchange, each party shall use reasonable best efforts to be made consult with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor each other before issuing any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required transactions contemplated hereby to the extent that such they have not been previously issued or disclosed. Parent and the Company agree to issue a mutually acceptable initial joint press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosureannouncing this Agreement. Notwithstanding the foregoing, a party, its Subsidiaries or their Representatives may issue a public announcement or other public disclosures consistent with the final form of the joint press release announcing the Merger and the investor presentation given to investors on the morning of announcement of the Merger. Notwithstanding anything to the contrary contained herein, no provision this Agreement shall be deemed to restrict in any manner a party’s ability to communicate with its employees, and neither party shall be required by any provision of this Agreement to consult with or obtain any approval from any other party with respect to a public announcement or press release issued in connection with the receipt and existence of a Company Takeover Proposal or a Parent Takeover Proposal, as applicable, and matters related thereto or a Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable, other than as set forth in Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement 5.4 or Section 6.01 of this Agreement5.5, as the case may beapplicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Carrizo Oil & Gas Inc), Agreement and Plan of Merger (Callon Petroleum Co)

Public Announcements. The public disclosure to be made by any Each of the parties accompanying Company, Parent and Merger Sub agrees that no public release or announcement concerning the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form (including any communication required to be filed with the SEC pursuant to Rule 14a-12 promulgated under the HSR Exchange Act, the description of the Contemplated Transactions for purposes ) will be issued by or on behalf of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release them or make any public statement with respect to the Transaction Documents or the Contemplated Transactions their Subsidiaries without the prior written consent of the otherCompany (as to any release by Parent or its Affiliates), and Parent (as to any release by the Company or its Subsidiaries), which consent of such Parties will not be unreasonably withheld or delayed, except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable national securities exchange or Governmental Entity to which the relevant party is subject, in which case the party required to make the release or announcement will use its reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. The Company, Parent and Merger Sub agree that no the initial press release announcing the execution and delivery of this Agreement will be a joint press release of Parent and the Company and will not be issued prior to the approval of each of approval of Parent the Company. In addition, each of the Company, Parent and Sumitomo, will be entitled to issue a separate press releases announcing the execution and delivery of this Agreement which, in the case of the Company’s initial press release, will be subject to prior approval of Parent and, in the case of Parent’s and Sumitomo’s press releases, will be subject to the prior approval of the Company (in all cases, such approval not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing provisions of this Section 6.07, (i) Sumitomo, Parent, the Representatives of Parent, the Company and the Representatives of the Company may make public releases or announcements concerning the Transactions that are substantially consistent with previous press releases or announcements made by Parent, Sumitomo and/or the Company in compliance with this Section 6.07, provided that any investor conferences or presentations scheduled by the Company will be subject to Parent’s prior review and consent, such consent shall not to be required unreasonably withheld, conditioned or delayed, (ii) Sumitomo, Parent, the Representatives of Parent or Sumitomo, the Company and the Representatives of the Company may make public statements in response to specific questions by the extent that press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are materially consistent with previous press releases, public disclosures or public statements made by the Company, Parent or Sumitomo in compliance with this Section 6.07 and do not reveal material, non-public information regarding the other parties, the Merger, or the other Transactions, and (iii) the restrictions set forth in this Section 6.07 do not apply to any release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to announcement (or any written request from LM for GE's consent to additional portion thereof) made or modified disclosure proposed to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written requestin connection with, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoingor in response to, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement an Adverse Recommendation Change or Section 6.01 of this Agreement, as the case may bean Alternative Proposal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Urovant Sciences Ltd.), Agreement and Plan of Merger (Sumitomo Chemical Co., Ltd.)

Public Announcements. The public disclosure to be made by Without limiting any other provision of the parties accompanying the announcement of the Contemplated Transactionsthis Agreement, including, among Buyer and Seller Parties will consult with each other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releasebefore issuing, and provide each other the initial joint proxy statement opportunity to review and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactionscomment upon, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent terms of the other, which consent this Agreement and will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that issue any such press release or make any such public statement prior to such consultation and consent of the other Party. Notwithstanding anything to the contrary in this Agreement, either Party may issue a press release or make a public statement with respect to the terms of this Agreement or the transactions contemplated by this Agreement without the consent of the other Party if and to the extent such disclosure is consistent required by Law or the rules and regulations of any applicable securities exchange; provided, that (i) notice of such requirement is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and (ii) the issuing Party thereafter discloses only the minimum information necessary to comply with the requirement, whether or not a protective order or other similar order is obtained by the other Party. Any press releases prepared by Buyer and related to the Transferred Assets will be provided to Seller Parties at least [***] in advance of publication for Seller Parties’ review and comment (but not approval). No Party shall use the trademark, trade name or logo of the other Party in any publicity, news release or public disclosure heretofore agreed. To the extent that LM receives comments relating to this Agreement or its subject matter without the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any prior express written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy permission of the relevant comments and the proposed disclosureother Party. Notwithstanding the foregoingabove, no provision each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of such Party and may utilize the Contribution Agreement or Section 6.01 of this Agreementother Party’s name and logo in conjunction with such disclosure. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, as the case may beMARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Roivant Sciences Ltd.), Asset Purchase Agreement (Dermavant Sciences LTD)

Public Announcements. The Parties agree that prior to making any public disclosure announcement or statement with respect to this Agreement or the transactions represented herein permitted under this Section 16.6, the Party desiring to make such public announcement or statement shall provide the other Party with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Party shall thereafter consult CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR SUCH INFORMATION HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE INFORMATION HAS BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]. with the Party desiring to make the release, and the Parties shall exercise their reasonable efforts to (i) agree upon the text of a joint public announcement or statement to be made by any all Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the parties accompanying other Party to the text of a public announcement or statement. Notwithstanding anything to the contrary, nothing contained in this Section 16.6 shall be construed to require any Party to obtain approval of the Contemplated Transactions, including, among any other things, the initial press release Party to be issued disclose information with respect to this Agreement or the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form transaction represented herein to be filed pursuant any Governmental Authority to the HSR Act, the description extent required by Applicable Law or necessary to comply with disclosure requirements of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (includingCommission, without limitationthe New York Stock Exchange, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue or any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beregulated stock exchange.

Appears in 2 contracts

Samples: Freshwater Purchase and Services Agreement (Rattler Midstream Lp), Freshwater Purchase and Services Agreement (Rattler Midstream Lp)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM Party agrees that, except prior to Closing, the consent (as required by Applicable Lawto both form and content), neither it nor not to be unreasonably withheld, of the other Parties shall be obtained prior to issuing any of its Affiliates will issue any other press release or make making any public statement with respect to this Agreement or the other Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayedTransactions, except that no such consent shall be required to the extent that such press release or other public statement announcement is consistent required in connection with the public disclosure heretofore agreed. To Auction, the extent that LM receives comments relating Bid Procedures Order, any order of the Bankruptcy Court or by Applicable Law and such prior notice is not practicable given the circumstances giving rise to the Contemplated Transactions from requirement to issue such release; provided that Buyer Parent, Buyer, Sellers and Basic Parent shall be permitted to issue a press release or make a public announcement upon the execution of this Agreement to announce such execution of this Agreement and will provide the other Parties with a copy of such press release or public announcement in advance of its release and provide such other Parties with a reasonable opportunity to comment on the same; provided, further that Buyer Parent shall be permitted to issue a public press release and/or file a current, annual or quarterly report with the Securities and Exchange Commission on its joint proxy statement containing material non-public confidential information of Sellers (including, as applicable, financial and registration statement on Form S-4 operational information of Sellers and/or with respect to be filed by LM the Assets) that was disclosed to equity investors of Buyer Parent and/or Buyer and their Representatives in connection with its acquisition the financing of Northrop Grummanthe Transactions if and to the extent required to cleanse such Persons of such material non-public information, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include and Buyer will provide Sellers with a copy of such press release and/or report in advance of its release and provide Sellers with a reasonable opportunity to comment on the relevant comments same. From and after the proposed disclosure. Notwithstanding the foregoingClosing, no provision Buyer and Sellers will provide each other a copy of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement press release or Section 6.01 of other public announcement with respect to this Agreement, as the case may beother Transaction Documents or the Transactions that Buyer Parent, Buyer, Basic Parent or a Seller proposes to issue or make in advance of its release and provide the others with a reasonable opportunity to comment on the same, except to the extent that such press release or other public announcement is required by any order of the Bankruptcy Court or Applicable Law and such prior notice is not practicable given the circumstances giving rise to the requirement to issue such release.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Basic Energy Services, Inc.), Asset Purchase Agreement (Ranger Energy Services, Inc.)

Public Announcements. (a) The public disclosure to be made by any Lenders shall not, shall cause each of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releasetheir Subsidiaries not to, and the initial joint proxy statement shall direct their Affiliates and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated TransactionsRepresentatives not to, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or announcement concerning the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayedBorrower, except that no any release or announcement required by applicable Law or any rule or regulation of the Nasdaq Global Select Market or any stock exchange to which the relevant Lender or any of its Affiliates is subject, in which case the Lender required to make the release or announcement shall use reasonable best efforts to allow the Borrower reasonable time to comment on such consent release or announcement in advance of such issuance and shall be required consider in good faith the comments of the Borrower therein. The restrictions of this Section (II)(3)(a) of this Annex C do not apply to (i) any press release or announcement made by any of the Lenders hereto to the extent that such press release or public statement announcement is consistent with any press release or announcement previously made in compliance with this Section (II)(3)(a) of this Annex C, so long as any such press release or announcement remains true and correct in all material respects and the Borrower has not requested in writing that the Lenders discontinue the use or public disclosure heretofore agreed. To communication of such press release or announcement or (ii) any press release, announcement or communication issued or made to, or any investor, earnings or similar call or discussion with, any existing or prospective general or limited partners, equityholders, managers or investors of the extent Lenders or any of their Affiliates that LM receives comments relating to does not convey or contain any non-public information regarding the Borrower and its Subsidiaries or the Contemplated Transactions from to the Securities extent required by applicable Law or any rule or regulation of the Nasdaq Global Select Market or any stock exchange to which the relevant Lender or any of its Affiliates is subject or that is otherwise customary for a public company. The Borrower acknowledges and Exchange Commission on its joint proxy statement agrees that, notwithstanding anything in any of the Transaction Documents, the SLR Financing Agreements, the Credit Agreement or the other Loan Documents to the contrary, the Lenders and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grummantheir respective Affiliates may provide ordinary course communications regarding the Transaction Documents, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the SLR Financing Agreements, the Credit Agreement, the other Loan Documents and the Contemplated Transactions within one Business Day following GE's receipt of LM's written requestto existing or prospective general and limited partners, which shall include a copy equityholders, members, managers and investors of the relevant comments and the proposed disclosure. Notwithstanding the foregoingLenders or their Affiliates, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreementin each case, as the case may bewho are subject to customary confidentiality obligations.

Appears in 2 contracts

Samples: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)

Public Announcements. The Except as required by applicable law or regulation, USEC shall not (a) use the name of any Consenting Noteholder (or any of its controlled affiliates, officers, directors, trustees, managers, stockholders, members, employees, partners, representatives or agents other than the Noteholder Advisors, in such capacity) in any press release or filing with the Securities and Exchange Commission without such Consenting Noteholder’s prior written consent or (b) disclose to any person, other than legal, accounting, financial and other advisors to USEC, the name of any Consenting Noteholder or the principal amount or percentage of Notes held by any Consenting Noteholder or any of its respective subsidiaries or affiliates; provided, however, that USEC shall be permitted to disclose in the Press Release (defined below), the aggregate principal amount of, and aggregate percentage of Notes held by the Consenting Noteholders in the aggregate. USEC shall submit to the Noteholder Advisors all press releases, public disclosure filings, public announcements or other written communications with any news media in each case to be made by USEC relating to this Agreement or the transactions contemplated hereby and any of amendments thereof for review and potential suggestions, which shall be promptly provided. Except as required by applicable law or regulation, or the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes rules of any applicable stock exchange or regulatory body, or in filings to be made with the Securities Bankruptcy Court, neither USEC nor the Consenting Noteholders shall, nor shall they permit any of their respective affiliates to, make any public announcement or otherwise communicate with any news media in respect of this Agreement or the transactions contemplated hereby or by the Definitive Documents; provided, however, that notwithstanding the foregoing USEC shall issue a press release (the “Press Release”) no later than 8:00 a.m. Eastern Time on the second Business Day following the Agreement Effective Date substantially in the form attached hereto as Exhibit C, and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to shall promptly thereafter file with the LM Common Stock, SEC a current report on Form 8-K filing the Press Release, this Agreement, and the Term Sheet. Notwithstanding the forgoing, if USEC fails to issue a Press Release in compliance with the previous sentence, any of the Consenting Noteholders may issue a Press Release containing all material information relating to the Contemplated Transactions transactions contemplated hereby. Nothing in this paragraph 15 shall be deemed to be filed by LMwaive, together with amend or modify the initial press releaseterms of any Noteholder Confidentiality Agreement and, for the avoidance of doubt and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect notwithstanding anything to the Transaction Documents or contrary herein, the Contemplated Transactions without rights and obligations under each Noteholder Confidentiality Agreement (including the prior consent disclosure rights and obligations set forth in section 4 of the other, which consent will not be unreasonably withheld Noteholder Confidentiality Agreements) shall govern in the event that a Disclosure Trigger (as defined in the Noteholder Confidentiality Agreement) occurs or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may behas occurred.

Appears in 2 contracts

Samples: Plan Support Agreement (Usec Inc), Plan Support Agreement (Usec Inc)

Public Announcements. The public disclosure initial press release with respect to the execution of this Agreement shall be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial a joint press release to be reasonably agreed upon by Parent and the Partnership. Thereafter, neither the Partnership nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents this Agreement or the Contemplated Transactions transactions contemplated by this Agreement without the prior consent of the other, other party (which consent will shall not be unreasonably withheld withheld, conditioned or delayed), except that no such consent shall as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the extent that publication of such press release or other public statement is consistent announcement without prior consultation with the other party); provided, however, that (i) the Partnership shall not be required by this Section 5.6 to consult with any other party with respect to a public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM announcement in connection with its acquisition the receipt and existence of Northrop Grumman, GE agrees to respond to a Partnership Alternative Proposal that the GP Conflicts and Audit Committee believes in good faith is bona fide and matters related thereto or a Partnership Adverse Recommendation Change but nothing in this proviso shall limit any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy obligation of the relevant comments GP Delegate Board, the GP Conflicts and Audit Committee and the proposed disclosure. Notwithstanding GP Board under Section 5.1(b) to negotiate with Parent in good faith and (ii) the foregoing, no provision of Parent shall not be required by this Section 7.03 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent’s Board of Directors believes in good faith is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this proviso shall relieve limit any party from its obligations obligation of the Parent under Section 4.02 of 5.1(c) to negotiate with the Contribution Agreement Partnership, the Partnership GP and the Partnership GP Delegate in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Parent or the Partnership in compliance with this Section 6.01 of this Agreement, as the case may be5.6.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan, Inc.)

Public Announcements. The Purchaser and the Company shall reasonably cooperate in order to prepare and publish a joint press release concerning the transactions contemplated hereby upon or promptly following the execution and delivery of this Agreement and the Closing. No other public disclosure to release or public announcement concerning the transactions contemplated hereby shall be made issued by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Party or such Party’s Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions Representatives without the prior consent of the other, which consent will not be unreasonably withheld or delayedother Parties, except that no as follows: (a) the Purchaser and the Company may make such consent shall be required disclosure to the extent that their respective employees, customers and suppliers as they reasonably deem necessary or desirable; (b) Purchaser may make such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in any documents utilized in connection with its acquisition financing for the transactions contemplated hereby, but only after the recipients of Northrop Grummansuch documents have been informed of the confidential nature of the transactions contemplated hereby and such recipients have agreed to maintain the confidentiality of the transactions contemplated hereby; (c) any release or announcement required by applicable Law (including stock exchange rules and regulations), GE agrees provided the Party required to respond make the release or announcement, to the extent practicable, allows the other Party reasonable time to comment on such release or announcement in advance of such issuance; (d) with respect to any written request from LM for GE's consent Member that is a venture capital or private equity fund, following the Closing Date, such Member may issue such press releases or public announcements, and make such other public disclosures related to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, in the ordinary course of its business consistent with past practice; (e) the Purchaser may, following the Closing Date, issue such press releases or public announcements, and make such other public disclosures related to this Agreement, in the ordinary course of its business consistent with past practice; (f) the Parties may disseminate information included in a press release or other document approved for external distribution by the Parties; and (g) after the Closing and the public announcement of the transaction, the Member Representative may publicly announce that it has been engaged to serve as the case may beMember Representative in connection with the transaction as long as such announcement does not disclose any of the other terms of the transactions contemplated herein.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Internap Corp)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will Seller shall not issue any other press release or make any public statement announcement or other disclosure relating to the existence or subject matter of this Agreement without the prior written consent of Buyer. Buyer shall be permitted to issue any press release or make any public announcement or other disclosure relating to the existence or subject matter of this Agreement without the prior written consent of Seller only to the extent Buyer believes in good faith that it is required by applicable Law, any listing or trading agreement, or the rules and regulations of any stock exchange, including but not limited to the filing by Buyer of a Current Report on Form 8-K (the “Buyer 8-K”) to report execution of this Agreement. In connection with the preparation of the Buyer 8-K, Seller shall, upon request by Buyer, furnish Buyer with all information as may be reasonably necessary or advisable in connection with the transactions contemplated by this Agreement. At or after the execution of this Agreement, Seller and Buyer shall jointly issue a public announcement and/or press release and/or other disclosure, as shall be mutually agreed, of the transactions contemplated by this Agreement. Each party will not unreasonably withhold approval from the others with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such any press release or public statement is consistent announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make public disclosure heretofore agreed. To with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the extent that LM receives comments relating to other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the Contemplated Transactions from transaction as may be reasonably requested by the Securities other party and Exchange Commission on its joint proxy statement and registration statement on Form S-4 disclose only such information as is legally compelled to be filed disclosed. This provision will not apply to communications by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from to its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beRepresentatives.

Appears in 1 contract

Samples: Asset Purchase Agreement (Impac Mortgage Holdings Inc)

Public Announcements. The Neither Party shall originate any publicity, news release, or public disclosure announcements relating to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission this Agreement (including, without limitation, an amendment to GE's Schedule 13D relating [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the LM Common Stockomitted portions. its existence, a Form 8-K relating its subject matter, the Parties’ performance, any amendment hereto, or performance hereunder), whether to the Contemplated Transactions to be filed by LMpublic or press, together with stockholders, or otherwise, without the initial press releaseprior written consent of the other Party, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made save only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as such announcements that are required by Applicable Law, neither including the rules of any relevant stock exchange to be made or that are otherwise agreed to by the Parties. If a Party decides to make an announcement, whether required by Applicable Law or otherwise, it nor any of its Affiliates will issue any shall give the other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent Party reasonable notice of the other, which consent will not be unreasonably withheld or delayed, except text of the announcement so that no such consent the other Party shall be required have an opportunity to comment upon the extent that such press release or public statement is consistent with the public disclosure heretofore agreedannouncement. To the extent that LM receives comments the receiving Party reasonably requests the deletion of any information in any such announcement, the disclosing Party shall delete such information unless, in the opinion of the disclosing Party’s legal counsel, such information is required by Applicable Law, including the rules of any relevant stock exchange to be disclosed. The timing and content of the initial press release relating to this Agreement, if any, including its existence, the Contemplated Transactions from subject matter to which it relates and the transactions contemplated herein will, except as otherwise required by Applicable Law, including any stock exchange rules, be determined jointly by the Parties. To the extent that either Party reasonably determines that it is required to make a filing or any other public disclosure with respect to this Agreement or the terms or existence hereof to comply with the requirements, rules, laws or regulations of any applicable stock exchange, TSX, NASDAQ or any governmental or Regulatory Authority or body (the “Requesting Body”), including, without limitation, the U.S. Securities and Exchange Commission on its joint proxy statement or the Canadian Securities Administrators (collectively, the “Disclosure Obligations”), such Party shall promptly inform the other Party thereof and registration statement on Form S-4 shall use reasonable efforts to be filed by LM maintain the confidentiality of the other Party’s Confidential Information in connection with its acquisition any such filing or disclosure. Prior to making any such filing of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beParties shall mutually agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with such filing to seek the confidential treatment of any such provision. The Parties shall cooperate, [***] in such filing, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith. The Parties will reasonably cooperate in responding promptly to any comments received from the Requesting Body with respect to such filing in an effort to achieve confidential treatment of such redacted form.

Appears in 1 contract

Samples: License Agreement (Puma Biotechnology, Inc.)

Public Announcements. The public disclosure Buyer may issue a press release regarding the Acquisition, this Agreement and the Transaction Documents immediately (but in no event later than thirty (30) days) following the Closing Date, the substance of such announcement to be made subject to reasonable changes by any of the parties accompanying the announcement of the Contemplated TransactionsSeller; provided however, including, among other things, the initial press release to be issued that Buyer shall have final approval with respect to the Contemplated Transactionsany such press release, other than with respect to statements attributable to Seller. Seller may not make any public announcement with respect to this Agreement, the description Acquisition or the Transaction Documents without the prior written consent of the Contemplated Transactions for purposes of the notification and report form to Buyer, which consent shall not be filed pursuant unreasonably withheld. Subject to the HSR Actpreceding sentences, and except as otherwise agreed in writing by Seller and Buyer or as required by law or regulation, each of Seller and Buyer shall maintain as confidential the description of existence of, and terms and conditions of, this Agreement and the Contemplated Transactions for purposes of any filings to other Transaction Documents. Seller acknowledges that Buyer will be made with required under the rules and regulations (the “SEC Rules”) promulgated by the Securities and Exchange Commission (includingthe “SEC”) to file this Agreement and one or more of the Transaction Documents with the SEC within four days of the Effective Date. Buyer agrees to seek confidential treatment of certain sensitive provisions contained in such documents in the manner prescribed under the SEC Rules (which, without limitationamong other things, an amendment would require a filing of the entire document to GE's Schedule 13D relating be mailed to the LM Common Stock, a Form 8-K relating SEC one day prior to the Contemplated Transactions required filing). Seller and Buyer agree to work together in redacting such provisions of this Agreement, the Purchase Agreement and the other Transaction Documents prior to the date that they are required to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable LawSEC. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure[*]. Notwithstanding the foregoing, Seller acknowledges that the filing is ultimately Buyer’s disclosure requirement. Buyer can make no provision assurances that any of this Section 7.03 shall relieve such provisions will not ultimately be required to be filed in the event such request for confidential treatment is reviewed by the SEC, and Seller agrees that Buyer will not be in violation of any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 provisions of this Agreement, as the case may beXxxxxx Supply Agreement or any other Transaction Document to the extent it is required to file such provisions by the SEC.

Appears in 1 contract

Samples: Asset Purchase Agreement (Powell Industries Inc)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such Section 6.5.1 No press release or public statement is consistent with announcement related to this Agreement, the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities documents, certificates and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM instruments delivered in connection with this Agreement or the transactions contemplated hereby or thereby, shall be issued or made by any party hereto (nor will any party permit any of its acquisition advisors or Affiliates to do any thereof) without the prior written approval of Northrop GrummanSeller and Purchaser; provided that the foregoing restriction shall not apply to press releases or public announcements (a) which, GE agrees in the reasonable opinion of counsel, are required by applicable law or self-regulatory organization such as a stock exchange, in which case Seller and Purchaser shall be afforded a reasonable opportunity to respond review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) disclosure which is necessary in connection with the enforcement of any written request from LM for GE's consent right or remedy relating to additional this Agreement, the documents, certificates and instruments delivered in connection with this Agreement or modified disclosure the transactions contemplated hereby or thereby, or (c) customary disclosures by any party hereto or any Affiliate thereof which is a private equity or other investment fund to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosureits investors or potential investors who are subject to customary confidentiality restrictions. Notwithstanding anything to the foregoingcontrary herein, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of promptly following the Contribution Agreement or Section 6.01 execution of this Agreement, Purchaser and Parent, as the case may be, shall be permitted to issue a press release and make related disclosures in filings by Parent with the United States Securities Exchange Commission announcing the transactions contemplated by the Documents; provided that, prior to such disclosure, Purchaser or Parent, as the case may be, shall provide Seller with a copy of, and a reasonable opportunity to review and comment on, such disclosure and after such announcement Seller and its Affiliates shall be permitted to make public announcements which are consistent with, and contain no information in addition to, such prior disclosures; provided that, prior to such disclosure, Seller shall provide Parent with a copy of, and a reasonable opportunity to review and comment on, such disclosure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ani Pharmaceuticals Inc)

Public Announcements. The Parties agree that prior to making any public disclosure announcement or statement with respect to this Agreement or the transaction represented herein permitted under this Section 16.6, the Party desiring to make such public announcement or statement shall provide the other Parties with a copy of the proposed announcement or statement SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN EITHER REQUESTED OR GRANTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] prior to the intended release date of such announcement. The other Parties shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable efforts to (i) agree upon the text of a joint public announcement or statement to be made by any all Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the parties accompanying other Parties to the text of a public announcement or statement. Nothing contained in this Section 16.6 shall be construed to require any Party to obtain approval of the Contemplated Transactions, including, among any other things, the initial press release Party to be issued disclose information with respect to this Agreement or the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form transaction represented herein to be filed pursuant any Governmental Authority to the HSR Act, the description extent required by Applicable Law or necessary to comply with disclosure requirements of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (includingCommission, without limitationthe New York Stock Exchange, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue or any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beregulated stock exchange.

Appears in 1 contract

Samples: Freshwater Purchase and Sales Agreement (Oasis Midstream Partners LP)

Public Announcements. The public disclosure None of the Closing Date Principal Shareholders shall make or issue, or cause to be made by or issued, any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release or other publication to be issued the general public of any nature with respect to this Agreement or the Contemplated Transactionstransactions contemplated hereby. Parent, Merger Sub and the description of the Contemplated Transactions for purposes of the notification and report form Company will consult with each other prior to be filed pursuant issuing any press release or other publication to the HSR Act, the description of the Contemplated Transactions for purposes general public of any filings nature with respect to this Agreement or the transactions contemplated hereby and shall not make or issue, or cause to be made with the Securities and Exchange Commission (includingor issued, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other such publication or press release or make any public statement with respect prior to the Transaction Documents or the Contemplated Transactions such consultation and without the prior written consent of the other, other (which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to ). Neither Parent nor the extent that such Company will issue any press release or any publication to the general public statement is consistent of any nature with respect to this Agreement or the transactions contemplated hereby that names any Closing Date Principal Shareholder except with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to prior written consent of such Closing Date Principal Shareholder (which consent will not be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional unreasonably withheld or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosuredelayed). Notwithstanding the foregoing, no provision of nothing in this Section 7.03 6.8 shall relieve prohibit or otherwise limit Parent or the Company from issuing any party from its obligations under publication, press release, announcement or statement to the extent that (i) such publication, press release, announcement or statement contains information previously made publicly available in accordance with this Section 4.02 6.8 or (ii) in the opinion of the Contribution Agreement Parent or Section 6.01 of this AgreementCompany, as the case may be, issuing such publication, press release, announcement or statement may be required by any Applicable Laws, any listing agreement with any securities exchange or any securities exchange regulation, in which case Parent or Company, as the case may be, proposing to issue such publication or press release shall make all Reasonable Efforts to consult in good faith with the other before issuing any such publication or press release with respect to the timing, manner and content of disclosure. For the avoidance of doubt, nothing in this Section 6.8 shall limit a Closing Date Principal Shareholder from issuing any confidential communication with respect to this Agreement or the transactions contemplated hereby to the limited partners of such Closing Date Principal Shareholder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Noble Corp / Switzerland)

Public Announcements. None of Seller or its Controlled Affiliates, either Purchaser or its Controlled Affiliates or any representative of any such party shall issue or cause the publication of any press release or public announcement in respect of this Agreement or the Transactions without the prior written consent of each other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by Legal Requirement or stock exchange rules or as Seller or any Affiliate of Amber Purchaser that is a publicly traded company deems necessary or advisable to comply with its SEC, Euronext or other applicable filing requirements, in which case the party seeking to publish such press release or public announcement shall use reasonable efforts to provide the other party a reasonable opportunity to comment on such press release or public announcement in advance of such publication; provided that the foregoing will not restrict or prohibit Seller and the Acquired Companies from making any announcement to their employees, customers and other business relations to the extent Seller or any Acquired Company reasonably determines in good faith that such announcement is necessary or advisable, or (b) to the extent the contents of such release or announcement have previously been released publicly by a party or are consistent in all material respects with materials or disclosures that have previously been released publicly without violation of this Section 12.19. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, agree that the initial press release to be issued with respect to the Contemplated Transactions, the description execution of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent this Agreement shall be required in the form agreed to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities by Seller and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosureeach Purchaser. Notwithstanding the foregoing, no provision of neither this Section 7.03 12.19 nor Section 6.8 shall relieve restrict (i) any party Purchaser or its Affiliates that are investment or private equity firms or Affiliates of investment or private equity firms from its obligations under Section 4.02 disclosing the Closing of the Contribution Agreement Transactions and key financial information relating thereto on a confidential basis to existing and prospective investors of, and/or other financing sources to, Purchaser or Section 6.01 its Affiliates or (ii) Purchaser or any of this Agreement, as its Affiliates with respect to any communications with their limited partners or other equityholders or prospective investors or disclosing information about the case may betransactions contemplated hereby on its website in the ordinary course of business.

Appears in 1 contract

Samples: Equity Purchase Agreement (Adtalem Global Education Inc.)

Public Announcements. The Notwithstanding anything to the contrary contained in this Agreement, except as may be required to comply with the requirements of any applicable Law or the rules and regulations of any stock exchange upon which the securities of one of the Parties (or a parent entity or other Affiliate thereof) is listed, from and after the Closing Date, no press release or similar public disclosure announcement or communication shall be made or caused to be made relating to this Agreement or the Transaction unless specifically approved in advance by any Parent. Notwithstanding the foregoing, Parent will have the right to (i) announce (publicly or otherwise) the consummation of the parties accompanying Contemplated Transactions and (ii) approve and be present for any communication by which any Employees, customers or suppliers of the announcement Company, and other Persons having dealings with the Company, will be informed of the Contemplated Transactions, includingand neither Party shall make any such communications unless specifically approved in advance by Parent, among other things, the initial press release to be issued with respect except (a) to the Contemplated Transactions, the description extent disclosure by Company Senior Noteholders or Company Stockholders to their respective tax or financial advisors is required for purposes of complying with Company Senior Noteholders’ or Company Stockholders’ tax obligations or other reporting obligations under Law arising out of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grummanb) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent disclosure is made by a Company Senior Noteholder or Company Stockholder that is a venture capital fund to its partners, provided that (1) such press release partners are bound by a duty of confidentiality and (2) such disclosure is limited to the results of such Company Senior Noteholder’s or public statement Company Stockholder’s investment in the Company and such other information as is consistent with required to be disclosed by such Company Senior Noteholder or Company Stockholder pursuant to its partnership agreement, limited liability company agreement or comparable organizational agreement. Notwithstanding anything herein to the contrary, following the Closing and after the public disclosure heretofore agreed. To announcement of the extent Merger, the Noteholders’ Representative shall be permitted to announce that LM receives comments relating it has been engaged to serve as the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM Noteholders’ Representative in connection with its acquisition of Northrop Grumman, GE agrees to respond to herewith as long as such announcement does not disclose any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beother terms hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lantronix Inc)

Public Announcements. The Genesco (on behalf of Sellers) and Buyer shall mutually agree on the form and timing of any individual or joint press releases to be issued, or any other public disclosure to be (other than disclosures made by any of in Genesco’s filings with the parties accompanying the announcement of the Contemplated TransactionsUnited States Securities and Exchange Commission), including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, this Agreement and the initial joint proxy statement and registration statement on Form S-4 transactions contemplated hereby; provided, however, that nothing contained in this Agreement shall obligate Genesco or Buyer to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, issue a press release related thereto (except as may be required by Applicable Law. Each of GE and LM agrees thatLaw or any applicable securities exchange, except as required by Applicable Law, neither it nor any of its Affiliates will in which event the Person proposing to issue any other such press release or make such public disclosure shall use its reasonable best efforts to consult in good faith with the other party before issuing any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the making any such public disclosure heretofore agreed. To and shall cooperate to limit the scope of disclosure to the minimal amount of information required xlii by Law or any applicable securities exchange); provided, however, that the foregoing will not restrict or prohibit Genesco, any Acquired Company or Seller from making any announcement to its employees, customers and other business relations to the extent Genesco, such Acquired Company or Seller reasonably determines in good faith that LM receives comments relating to such announcement is necessary or advisable. Buyer shall consult with and obtain the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection approval of Genesco with its acquisition of Northrop Grumman, GE agrees to respond respect to any written request from LM for GE's consent to additional or modified disclosure company-wide communication by Buyer to be made to or with any Business Employee prior to the Closing Date. Any company-wide written communication or announcement from Buyer to any Business Employee, prior to the Closing concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 the transactions contemplated hereby shall be subject to the prior review and approval of this Agreement, as the case may beGenesco.

Appears in 1 contract

Samples: Purchase Agreement (Genesco Inc)

Public Announcements. The Between the date of this Agreement and the Closing Date, except to the extent required by Law, neither Purchaser nor the Company shall, directly or indirectly, issue any press release or public disclosure announcement of any kind concerning the transactions contemplated by this Agreement without the prior written consent of the other Parties (not to be made by unreasonably withheld, conditioned or delayed); provided that any Party may make any public announcement, release or disclosure which it in good faith believes, based on advice of the parties accompanying the announcement counsel, is necessary or advisable in connection with any requirement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed Law or regulation or pursuant to the HSR Actrequirements of any national securities exchange, it being understood that Purchaser and the description Company will provide the other Party with copies of any such announcement in advance of such issuance and use commercially reasonable efforts to consult and to agree upon a mutually satisfactory text prior to the making thereof; and provided further that any public announcement, release or disclosure by Purchaser in respect of the Contemplated Transactions for purposes Specified Matter that is not consistent in all material respects with Section 7.3 of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Company Disclosure Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without shall require the prior written consent of the other, which Company (such consent will not to be unreasonably withheld or delayed). Following the Closing, except that no such consent the Purchaser and the Company shall be required consult with the Stockholder Representative prior to the extent that such press making any public announcement, release or disclosure in respect of the Specified Matter that is not consistent in all material respects with Section 7.3 of the Company Disclosure Schedule, or in respect of any development or update on status regarding the Specified Matter, and consider in good faith any comments to such public statement is consistent with the public announcement, release or disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beStockholder Representative.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Deluxe Corp)

Public Announcements. The At all times at or before the Closing, Seller, Purchaser and U S WEST will each consult with the others before issuing or making any reports, statements or releases to the public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to this Agreement or the Contemplated Transactionstransactions contemplated hereby and will use good faith efforts to agree on the text of any such report, statement or release; provided that (i) the parties hereto agree that upon execution of this Agreement, Purchaser, Seller, the description Corporation and U S WEST may disclose that the Agreement has been been executed and that the parties hereto are proceeding to consummate the transactions contemplated by this Agreement; (ii) Seller, the Corporation and U S West may disclose to the Four Cities that this Agreement has been executed and have further communication with the Four Cities to the extent they view such communication as necessary or desirable in respect of the Contemplated Transactions for purposes transactions contemplated hereby; (iii) on or after the Closing Date, the parties hereto may issue a press release in form and substance acceptable to the parties hereto disclosing the consummation of the notification transactions contemplated by this Agreement; and report form to be filed pursuant to the HSR Act(iv) Seller, the description of Corporation and U S WEST may also disclose that the Contemplated Transactions for purposes of transactions contemplated by this Agreement have been consummated. If Seller, Purchaser and U S WEST are unable to agree on or approve any filings to be made with the Securities and Exchange Commission (includingother public report, without limitationstatement, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press or release, and the initial joint proxy then such report, statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press or release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will may not be unreasonably withheld issued or delayedmade, unless and except that no such consent shall be required to the extent that such press report, statement or release or public statement is consistent with is, in the public disclosure heretofore agreed. To the extent that LM receives comments relating written opinion of legal counsel to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 a party, required by law to be filed by LM made at such time, in which case the legally required report, statement or release may be made; PROVIDED, HOWEVER, that any party releasing such a legally required report, statement or release shall use its best efforts to obtain and maintain the confidentiality of such report, statement or release, unless the other parties agree otherwise. Purchaser shall have the right to disclose that it has entered into an agreement to purchase the Common Stock and Indebtedness in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may bedue diligence.

Appears in 1 contract

Samples: Purchase Agreement (Green Isle Environmental Services Inc)

Public Announcements. The public disclosure to be made by any No party hereto shall, without the prior approval of the other parties accompanying the announcement of the Contemplated Transactionshereto, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any other public statement with respect to announcement concerning the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayedtransactions contemplated by this Agreement, except that no such consent shall be required as and to the extent that any such press disclosing party shall be so obligated by Law or securities exchange regulation, in which case the other parties hereto shall be advised, and the disclosing party shall use its reasonable efforts to give the other parties advance opportunity to review and comment on such release or public statement is consistent announcement; provided, that the Company shall be permitted to communicate with its and its Subsidiaries’ employees and the Company and the Sellers Representative (as applicable) shall be entitled to communicate with the public disclosure heretofore agreed. To the extent that LM receives comments Sellers and their Affiliates relating to this Agreement and the Contemplated Transactions from transactions contemplated hereby; provided further, that (i) Calera Capital shall be permitted to communicate on a confidential basis with its existing and prospective investors in the Securities ordinary course of business; (ii) the Buyer and Exchange Commission its Affiliates shall have the right to discuss the information disclosed in any such announcement with its investors and lenders in the ordinary course (provided, that such discussion is limited to the disclosed information); (iii) each of the Buyer and the Company and its Subsidiaries shall be permitted to communicate with their respective vendors and landlords in the ordinary course of business on its joint proxy statement and registration statement on Form S-4 matters unrelated to be filed by LM this Agreement or the transactions contemplated hereby or to obtain any consents required in connection with the transactions contemplated hereby; (iv) the Buyer and its acquisition Affiliates shall have the right to create and publish customary public lender presentations and discuss the information included therein, and, for the avoidance of Northrop Grummandoubt, GE agrees any such discussions or presentations will be given to respond the other parties hereto for review a reasonable time in advance and will give due consideration to any written request from LM for GE's consent comments provided by such Persons in connection therewith; and (v) the Buyer and its Affiliates shall have the right to additional or modified disclosure to be made concerning discuss the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of transactions contemplated by this Section 7.03 shall relieve any party from Agreement in its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beearnings calls.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mattress Firm Holding Corp.)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseCompany shall not, and the initial joint proxy statement shall cause its Subsidiaries to not, and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) Parent shall not, and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any shall cause each of its Affiliates will Subsidiaries to not, issue any other press release or make any public statement with respect to the Transaction Documents or announcement concerning the Contemplated Transactions without the prior consent of the other, other (which consent will may not be unreasonably withheld withheld, conditioned, or delayed), except any release or announcement required by applicable Law (including in connection with the making of any filings or notifications required under the HSR Act or any foreign Antitrust Laws in connection with the Contemplated Transactions) or any rule or regulation of Nasdaq, the New York Stock Exchange or any other stock exchange to which the relevant party is subject, in which case the party required to make the release or announcement shall use reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance; it being understood that no the final form and content of any such consent release or announcement, to the extent so required, shall be required at the final discretion of the disclosing party. The restrictions of this Section 6.7 do not apply to communications by the Company in connection with an Acquisition Proposal or a Change of Board Recommendation made in compliance with Section 6.3 or any communication by Parent or Purchaser in response to any such communication by the Company. Each party hereto may make any press release or announcement to the extent that such press releases or announcements are consistent with previous press release or public statement is consistent announce made in compliance with the public disclosure heretofore agreedthis Section 6.7. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy Each of the relevant comments and the proposed disclosure. Notwithstanding the foregoingparties hereto agrees that, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 promptly following execution of this Agreement, (a) the Company and Parent shall issue an initial joint press release with respect to the Contemplated Transactions, in a form mutually agreed to by the Company and Parent, (b) the Company shall (i) file a current report on Form 8-K with the SEC attaching such initial press release and copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the case may beSEC attaching such initial press release and (c) Parent and Purchaser shall file a pre-commencement communication on Schedule TO with the SEC attaching such initial press release.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acceleron Pharma Inc)

Public Announcements. The Between the date of this Agreement and the Closing Date, except to the extent required by applicable Law or stock exchange requirements, neither Parent nor Merger Sub, on the one hand, nor the Company, on the other hand, shall, directly or indirectly, issue any press release or public disclosure to be made by announcement of any kind concerning the Transactions without the prior written consent of the parties accompanying Parent (in the announcement event of the Contemplated TransactionsCompany) or the Company (in the event of Parent or Merger Sub). In the event any such public announcement, includingrelease or disclosure is required by applicable Law or stock exchange requirements, among other things, Parent and the initial press release to be issued with respect Company (before the Closing) and the Holders Representative (after the Closing) shall consult one another prior to the Contemplated Transactions, making of such announcement and shall use their reasonable best efforts to agree upon mutually satisfactory text. Each of Parent and the description Company (before the Closing) and the Holders Representative (after the Closing) agrees that the terms of the Contemplated Transactions for purposes of the notification and report form to this Agreement shall not be filed pursuant disclosed or otherwise made available to the HSR Actpublic and that copies of this Agreement shall not be publicly filed or otherwise made available to the public, except where such disclosure, availability or filing is required by applicable Law or stock exchange requirements and only to the description extent required by such Law or stock exchange requirements. In the event that such disclosure, availability or filing is required by applicable Law or stock exchange requirements, each of Parent and the Contemplated Transactions for purposes Company (as applicable) agrees to use its commercially reasonable efforts to obtain “confidential treatment” of any filings to be made this Agreement with the United States Securities and Exchange Commission (including, without limitation, an amendment or the equivalent treatment by any other Governmental Authority) and to GE's Schedule 13D relating redact such terms of this Agreement as the other Party shall request. Notwithstanding anything herein to the LM Common Stockcontrary, a Form 8-K relating following Closing and after the public announcement of the Merger, the Holders Representative shall be permitted to announce that it has been engaged to serve as the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM Holders Representative in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only herewith as agreed by LM and GE, except long as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor such announcement does not disclose any of its Affiliates will issue any the other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beterms hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Freshworks Inc.)

Public Announcements. Parent, Merger Sub and the Stockholder (in its capacity as a stockholder of the Company and/or signatory to this Agreement) shall only make public announcements regarding this Agreement and the transactions contemplated hereby that are consistent with the public statements made by the Company and Parent in connection with this Agreement, the Merger Agreement and the transactions contemplated thereby, and other than as expressly otherwise set forth herein. The public Stockholder (a) consents to and authorizes the publication and disclosure by Xxxxxx, the Company and their respective Affiliates of its identity and holding of the Stockholder Securities and the nature of its commitments and obligations under this Agreement in any disclosure required by the SEC or other Governmental Authority (provided, that such disclosing party shall give the Stockholder a reasonable opportunity to review and comment on such publications or disclosures prior to them being made public, except in the case of any information (including summaries thereof) included in such publications or disclosures that is already publicly available, including in Parent’s, the Company’s and/or the Stockholder’s filings with the SEC) and (b) agrees to give to Parent and the Company, promptly after written request therefor, such information as it may reasonably require for the preparation of any such disclosure documents. Each of Parent and Xxxxxx Sub consents to and authorizes the publication and disclosure by the Stockholder of the nature of its commitments and obligations under this Agreement and such other matters as may be required in connection with the Merger in any Form 4, Schedule 13D, Schedule 13G or other disclosure required by the SEC or other Governmental Authority to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM Stockholder or its Affiliates in connection with its acquisition of Northrop Grumman) the Merger and certain public statements agrees to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect give to the Transaction Documents or the Contemplated Transactions without the prior consent of the otherStockholder, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any promptly after written request from LM therefor, such information as it may reasonably require for GE's consent the preparation of any such disclosure documents. Nothing set forth herein shall limit any disclosure by the Stockholder to additional its or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written requestits Affiliates’ general or current or prospective limited partners or members, which shall include or other Affiliates, on a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beconfidential basis.

Appears in 1 contract

Samples: Voting and Support Agreement (Rover Group, Inc.)

Public Announcements. The SI shall, and if applicable shall cause the Approved Subcontractors to, submit to the Province all announcements, public disclosure notices and all other publicity materials (“Publicity Materials”) relating to be made this Agreement or the transactions contemplated by this Agreement, in which the Province’s name or any official xxxx, logo, trademark, service xxxx, trade name or similar proprietary rights of the parties accompanying Province are used, for consideration by the announcement Province. SI shall not, and shall cause the Approved Subcontractors not to, use such Publicity Materials without the prior approval of the Contemplated TransactionsProvince, includingwhich approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, among in the event of potentially negative publicity or other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM potential adverse media in connection with the Services or this Agreement, SI shall be entitled to respond to the same, provided that it prepares its acquisition response in consultation with the Province, including providing an advance copy of Northrop Grumman) any written materials to the Province and certain public incorporating comments of the Province where reasonable to do so. Any SI response to negative publicity or other adverse media shall not contain derogatory comments or statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable LawProvince. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with With respect to announcements, public notices and all other publicity materials made or produced by the Transaction Documents Province in relation to this Agreement or the Contemplated Transactions without transactions contemplated by this Agreement, in which SI’s name or any SI logo, trademark, service xxxx, trade name or similar proprietary rights are used, the Province will make every reasonable effort to obtain SI’s prior consent approval of the othersuch materials, which consent will such approval not be unreasonably withheld or delayed, except that no such consent shall but there may be required to the extent that such press release circumstances where departments or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy ministries of the relevant comments Province not directly involved in this Agreement and the proposed disclosureServices may release such materials without the Province’s knowledge. In such event, promptly upon becoming aware of such materials having been released, the Province will notify SI and review the materials with SI. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any either party from its obligations under Section 4.02 may include the other’s name and a factual description of the Contribution work performed under this Agreement on employee bulletin boards, in internal business planning documents, for account referral purposes, or Section 6.01 whenever otherwise required by reason of this Agreementlegal, as the case may beaccounting or regulatory requirement.

Appears in 1 contract

Samples: Services Agreement

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to this Agreement and the Contemplated Transactionstransactions contemplated hereby shall be a joint press release mutually agreed upon by Parent and the Company. Thereafter, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseCompany will not, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any cause each of its Affiliates Subsidiaries to not, and Parent will not, and will cause each of its Subsidiaries to not, issue any other press release or make any public statement with respect to the Transaction Documents or announcement concerning the Contemplated Transactions without the prior consent of the other, other (which consent will may not be unreasonably withheld withheld, conditioned, or delayed), except any release or announcement required by applicable Law or any rule or regulation of Nasdaq or any other stock exchange to which the relevant party is subject, in which case the party required to make the release or announcement will use commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance; it being understood that no the final form and content of any such consent shall be required release or announcement, to the extent that so required, will be at the final discretion of the disclosing party. In addition to the exception set forth in the foregoing sentence, each of the Company and Parent (and their respective Subsidiaries) may make any public statements, disclosures or communications so long as the disclosures regarding this Agreement and the transactions contemplated hereby in such statements, disclosures or communications are consistent with previous public statements, disclosures or communications made accordance with this Section 5.7 and would not otherwise require the other party to make additional public disclosure. The restrictions of this Section 5.7 do not apply to a public announcement or press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM issued in connection with its acquisition a Change of Northrop Grumman, GE agrees Board Recommendation made in compliance with Section 5.3 and Parent shall not be required by this Section 5.7 to respond consult with or obtain prior consent of the Company with respect to any written request from LM for GE's consent public announcement or press release responsive to additional any public announcement or modified disclosure press release issued by the Company pursuant to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may besentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ImmunoGen, Inc.)

Public Announcements. The public disclosure to be made by Neither Buyer nor Seller shall make, or permit any of their Affiliates or representatives to make, any release or public announcement in respect of this Agreement, the parties accompanying Ancillary Agreements or the announcement transactions contemplated hereby or thereby without the prior written consent of the Contemplated Transactionsother party (which consent shall not be unreasonably withheld, includingconditioned or delayed), among other thingsexcept as may be required (a) to obtain consents and approvals, and to provide such notices and make such filings, necessary to consummate the initial press release transactions contemplated by this Agreement; (b) by Law, rule or regulation (including of any stock exchange) applicable to be issued with respect Buyer or Seller or any of their respective Affiliates (and only to the Contemplated Transactionsextent so required) or (c) in the case of Seller, pursuant to internal announcements to employees, provided, in the description case of this clause (c) that any such disclosure is generally consistent with the parties’ prior public disclosures regarding the transactions contemplated hereby, and, to the extent practicable, is made after such prior notice to Buyer as may be reasonable under the circumstances, and provided further that in the case of clause (a), (b) or (c), any such release or public announcement shall be subject to the other party’s reasonable review and comment to the extent permitted by applicable Law. It is understood that the foregoing shall not restrict the Seller from making such disclosure as the Seller deems appropriate in its reasonable judgment (I) in connection with any issuance, incurrence or refinancing of any Indebtedness (including in any relevant offering documents or information memoranda), (II) in connection with any repayment or repurchase offer to the holders of Indebtedness under the Credit Facilities or any other Indebtedness of the Contemplated Transactions for purposes of the notification and report form to be filed Seller or its Subsidiaries pursuant to the HSR Actterms thereof, or (III) in light of its status as the description issuer of public debt, including to securities analysts and institutional investors and related public disclosures, or pursuant to its reporting obligations under the Contemplated Transactions for purposes Credit Facilities or the terms of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition other Indebtedness of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosureSeller. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of promptly after the Contribution Agreement or Section 6.01 date of this Agreement, upon Buyer’s request, except as prohibited by applicable Law, Seller shall use reasonable best efforts to arrange and conduct meetings (which shall be face-to-face if reasonably practicable) with representatives of Seller, Buyer and each of the case Key Customers, Key Suppliers, factoring agreement counterparties and other Persons as Buyer may bereasonably request for purposes of discussing the transfer of the Business contemplated by this Agreement and the plan for the Business following the Closing. The meetings shall involve executives of Buyer and the Transferred Entities rather than account managers or ordinary course business contacts, the parties will not discuss competitively sensitive information, and the parties will not discuss pre-Closing plans or plans to be implemented in the event the Closing does not occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Uci Holdings LTD)

Public Announcements. The public disclosure to be made by Neither Buyer nor Seller shall make, or permit any of the parties accompanying the announcement of the Contemplated Transactionstheir respective Affiliates or representatives to make, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with announcement in respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required (a) to obtain consents and approvals, and to provide such notices and make such filings, necessary, proper or reasonably advisable to consummate the transactions contemplated by this Agreement, (b) by Law, rule or regulation applicable to Buyer or Seller or any of their respective Affiliates, including reporting required of Buyer or Seller under the Exchange Act (and only to the extent so required) or (c) in the case of Buyer or Seller, pursuant to internal announcements to employees; provided, that the announcing party shall inform the other party prior to any such announcement and consider in good faith any comments from such other party prior to making any such announcement, and any 38 such disclosure is generally consistent with the parties’ prior public disclosures regarding the transactions contemplated hereby. It is understood that the foregoing shall not restrict Seller and its Affiliates from making disclosure (i) as Seller or its Affiliates deem appropriate in its reasonable judgment (A) in connection with any issuance, incurrence or refinancing of any Indebtedness (including in any relevant offering documents or information memoranda), (B) in connection with any repayment or repurchase offer to the holders of indebtedness for borrowed money under the Credit Facilities or any other indebtedness for borrowed money of Seller or its Affiliates pursuant to the terms thereof or (C) pursuant to its reporting obligations under the Credit Facilities or the terms of any other Indebtedness of Seller or its Affiliates or (ii) to potential acquirers of all or a material part of, or investors in, Seller’s business (other than the Business), in each case, so long as the case may berecipients of such information are bound by customary confidentiality obligations with respect to such information.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cornerstone Building Brands, Inc.)

Public Announcements. The Neither F-star, on the one hand, nor Gamma and its Affiliates on the other, shall issue any public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactionsannouncement, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and or other public disclosure regarding this Agreement or its subject matter without the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made other’s prior written consent regarding the Contemplated Transactions, will be made only as agreed by LM timing and GEcontent, except as for any such disclosure that is, in the opinion of the disclosing entity’s counsel, required by Applicable LawLaw or the rules of a stock exchange on which the securities of the disclosing entity are listed (or to which an application for listing has been submitted). Each Prior to the expiration of GE the Buy-out Period, any such public announcement, press release, or other public disclosure regarding this Agreement shall also require Denali’s prior written consent, and LM agrees thatafter expiration of the Buy-out Period if Denali has not exercised the Buy-out Option, except as then any such public announcement, press release, or other public disclosure regarding this Agreement shall require Denali’s prior written consent if the subject matter is regarding the Denali License Agreement. In the event an entity is, in the opinion of its counsel, required by Applicable LawLaw or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, neither it nor any of its Affiliates will issue any other press release such entity shall submit the proposed disclosure in writing to Gamma or make any public statement with respect F-star as far in advance as reasonably practicable (and in no event less than seven (7) Business Days prior to the Transaction Documents or the Contemplated Transactions without the prior consent anticipated date of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required disclosure) so as to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating provide a reasonable opportunity to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosurecomment thereon. Notwithstanding the foregoing, no provision Gamma, its Sublicensees and its and their respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding mAb2 and Licensed Products; provided, that such disclosure is subject to the provisions of this ARTICLE 9 with respect to F-star’s Confidential Information and Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be9.5.

Appears in 1 contract

Samples: License Agreement (Denali Therapeutics Inc.)

Public Announcements. The public Subject to disclosure --------------------- obligations required by law or advised by its counsel to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Lawlaw, neither it Seller nor any of its Affiliates will shall issue any other press release or otherwise make public any public statement information with respect to the Transaction Documents this Contract or the Contemplated Transactions transaction contemplated hereby prior to the Closing Date without the prior written consent of Buyer. Subject to disclosure obligations required pursuant to securities laws or stock exchange rules or regulations, or otherwise required by law or advised by its counsel to be required by law, neither Buyer nor any of its Affiliates shall issue any press release or otherwise make public any information with respect to this Contract or the transaction contemplated hereby prior to the expiration of the Review Period without the prior written consent of the otherSeller. If a party is required or permitted to issue a press release or other public announcement pursuant to the foregoing, which consent will not it shall advise the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be unreasonably withheld issued; provided, however, that with -------- ------- respect to any press release, Seller must approve those aspects relating to a description of Seller or delayedits Affiliates. Until such time as a press release has been issued by Buyer, neither Seller nor Buyer shall discuss or disclose the existence of this transaction, the terms of this Contract or the identity of the parties hereto with any other Person, except that no such consent shall be for those employees, prospective lenders, advisors, attorneys, consultants and other professionals required to implement the terms of this Contract or to assist in Buyer's due diligence and who have agreed to maintain the confidentiality of the transaction and the information they receive, and except to the extent that such press release required by law or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 advised by counsel to be filed required by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may belaw.

Appears in 1 contract

Samples: American General Hospitality Corp

Public Announcements. The Parties have agreed upon the content of one (1) or more press releases which shall be issued substantially in the form(s) attached hereto as Schedule ‎10.7, the release of which the Parties shall coordinate in order to accomplish such release promptly following the Effective Date. Neither Party shall issue any other public announcement, press release or other public disclosure to be made by regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the parties accompanying disclosing Party’s counsel, required by Applicable Law or the announcement rules of a stock exchange on which the securities of the Contemplated Transactionsdisclosing Party are listed (or to which an application for listing has been submitted). In the event a Party is, includingin the opinion of its counsel, among required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other thingsParty as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon; provided that if such required disclosure includes a disclosure of this Agreement, the initial press release disclosing Party shall also submit a redacted form of this Agreement to be issued the other Party and shall submit a confidential treatment request (or equivalent protection in a country other than the U.S.) in connection with such disclosure. The disclosing Party shall incorporate any reasonable comments received from the other Party with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision from and after the Option Effective Date, Takeda and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Compounds and Licensed Products; provided that such disclosure is subject to the other provisions of this Section 7.03 Article ‎10 with respect to ACI’s Confidential Information. Neither Party shall relieve any party from its obligations under Section 4.02 be required to seek the permission of the Contribution other Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 6.01 ‎10.7; provided that such information remains accurate as of this Agreement, as such time and provided the case may befrequency and form of such disclosure are reasonable.

Appears in 1 contract

Samples: Option and License Agreement (AC Immune SA)

Public Announcements. The public disclosure Prior to be made Closing, unless otherwise required by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes applicable Law or requirement of any filings to be made with the Securities and Exchange Commission securities exchange (including, without limitation, an amendment to GE's Schedule 13D relating announcement by Buyer of the execution of a definitive agreement with Seller without reference to the LM Common Stockpurchase price, a Form 8-K relating which announcement shall be provided ahead of time to Seller for comment) (based upon the reasonable advice of counsel including in house counsel), no Party to this Agreement shall make any public announcements regarding this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party, and the Parties shall cooperate as to the Contemplated Transactions timing and contents of any such announcement; except that (i) with Seller’s approval, which may not be unreasonably withheld, conditioned or delayed, Buyer shall be entitled to be filed by LM, together with the initial make a press release, or otherwise announce the transaction, upon signing the Agreement, which release shall not include any quote from Seller (without Seller’s consent, which notwithstanding the forgoing, may be withheld in its discretion) or disclose the price (unless required by applicable Law) and the initial joint proxy statement portion of the release or announcement related to the transaction shall be made available to Seller for its review as soon as reasonably practicable prior to such disclosure, and registration statement (ii) Seller may disclose this Agreement to any lender holding an Encumbrance on Form S-4 any Purchased Asset subject to be filed by LM this Agreement, to any landlord or landlord’s lender in order to comply with Seller’s obligations under this Agreement and to any tenant, subtenant, dealer or customer in order to comply with Seller’s obligations under this Agreement, and Seller or Buyer may disclose the identity of the other party and terms of this Agreement to their respective employees, vendors (including but not limited the credit card processing companies), financing sources, outside counsel or other outside professionals on a need-to-know basis in connection with its acquisition operating the Business or pursuing consummation of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed transactions contemplated by LM and GE, except as this Agreement. If a disclosure is required by Applicable Lawa fuel supplier agreement, applicable Law or securities exchange, the disclosing party shall (except in the case of a disclosure made as part of a Permit application) make reasonable efforts to afford the other party an opportunity to review and comment on the proposed disclosure before the making of such disclosure. Each of GE After Closing, the Parties and LM agrees thatBofA Securities, except as required by Applicable LawInc. shall be permitted, neither it nor any of its Affiliates will issue any with the other press release or Parties’ prior written consent, to make any public statement with respect to the Transaction Documents announcements regarding this Agreement or the Contemplated Transactions without the prior consent transaction contemplated hereby, including production of standard deal tombstones. Any public announcement shall not include references to material financial information of the otherParties, which consent will not be unreasonably withheld the Buyer’s Affiliates, the Seller Entities or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may betransaction.

Appears in 1 contract

Samples: Asset Purchase Agreement (ARKO Corp.)

Public Announcements. The public disclosure to be made by Neither Buyer nor Seller shall make, or permit any of the parties accompanying the announcement of the Contemplated Transactionstheir respective Affiliates or representatives to make, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with announcement in respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required (a) to obtain consents and approvals, and to provide such notices and make such filings, necessary, proper or reasonably advisable to consummate the transactions contemplated by this Agreement, (b) by Law, rule or regulation applicable to Buyer or Seller or any of their respective Affiliates, including reporting required of Buyer or Seller under the Exchange Act (and only to the extent so required) or (c) in the case of Buyer or Seller, pursuant to internal announcements to employees; provided, that the announcing party shall inform the other party prior to any such announcement and consider in good faith any comments from such other party prior to making any such announcement, and any such disclosure is generally consistent with the parties’ prior public disclosures regarding the transactions contemplated hereby. It is understood that the foregoing shall not restrict Seller and its Affiliates from making disclosure (i) as Seller or its Affiliates deem appropriate in its reasonable judgment (A) in connection with any issuance, incurrence or refinancing of any Indebtedness (including in any relevant offering documents or information memoranda), (B) in connection with any repayment or repurchase offer to the holders of indebtedness for borrowed money under the Credit Facilities or any other indebtedness for borrowed money of Seller or its Affiliates pursuant to the terms thereof or (C) pursuant to its reporting obligations under the Credit Facilities or the terms of any other Indebtedness of Seller or its Affiliates or (ii) to potential acquirers of all or a material part of, or investors in, Seller’s business (other than the Business), in each case, so long as the case may berecipients of such information are bound by customary confidentiality obligations with respect to such information.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nucor Corp)

Public Announcements. The public disclosure Neither the Seller or the Parent, nor any of their respective Representatives, shall issue or permit to be made by issued any public announcement or statement or press release announcing the execution of this Agreement or the transactions contemplated hereby, or the Closing hereunder, otherwise make any public statements regarding the transactions contemplated hereby or otherwise publicly disclose any of the parties accompanying contents of this Agreement (“Public Announcement”), without the announcement prior written consent of Buyer, except as the Contemplated TransactionsSeller or the Parent may determine in good faith that a Public Announcement is required by applicable Law, including, among other things, provided that (i) under no circumstances shall the initial press release Seller or the Parent or any of their respective Representatives issue or permit to be issued with respect any Public Announcement prior to the Contemplated Transactions12:00 a.m. San Diego time on Wednesday, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR ActJuly 15, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release2009, and (ii) in such instance the initial joint proxy statement Seller or the Parent shall provide Buyer an opportunity to review and registration statement on Form S-4 to be filed by LM provide comments regarding any such proposed Public Announcement. Buyer may in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will sole discretion issue any other press release Public Announcement pertaining to this Agreement or make any public statement with respect to the Transaction Documents or the Contemplated Transactions transaction contemplated hereby without the prior consent of the otherSeller; provided, however, that, subject to any public disclosure and other legal obligations of Buyer and regulatory obligations to which consent will not Buyer may be unreasonably withheld or delayedsubject and without limiting the rights of Buyer pursuant to this Section 5.5, except that no such consent Buyer shall use commercially reasonable efforts to provide the Seller and the Parent an opportunity to review and discuss with Buyer any press release proposed to be required issued by Buyer announcing the consummation of the transactions contemplated hereby prior to the extent that issuing any such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may berelease.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cardium Therapeutics, Inc.)

Public Announcements. The Seller and Buyer agree that no public disclosure to release or announcement concerning the transactions contemplated hereby shall be issued or made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes or on behalf of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions Party without the prior consent of the other, which consent will not be unreasonably withheld or delayedother Party, except that no such consent shall be required (i) Seller and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations and (ii) each of Seller and Buyer may make announcements as they may reasonably determine is necessary to comply with applicable Law or the extent that such press release requirements of any agreement to which they or public statement any of their Subsidiaries is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy party as of the relevant comments and the proposed disclosuredate hereof, including any listing agreement with any national securities exchange. Notwithstanding the foregoing, no provision Buyer and Seller shall cooperate to prepare a joint press release to be issued on or promptly (and in any event within one (1) Business Day) after the date of this Agreement and a joint press release to be issued on the Closing Date. Seller and Buyer agree to keep the terms of this Agreement confidential, except to the extent and to the Persons to whom disclosure is required by applicable Law or for purposes of compliance with SEC, financial or Tax reporting obligations; provided that, the Parties may disclose this Agreement or its terms (x) to their respective employees, accountants, advisors and other Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to, or are bound by contractual, professional or fiduciary obligations to, keep the terms of this Agreement confidential and so long as each Party shall be responsible to the other Parties hereto for breach of this Section 7.03 shall relieve 5.15 or such confidentiality obligations by the recipients of its disclosure), (y) to any party from its obligations under Section 4.02 purchaser or prospective purchaser or financing source or underwriter of such Party (and such purchasers’, financing sources’ and underwriters’ respective legal counsel) in connection with such Person’s due diligence of such Party or (z) to the Contribution Agreement or Section 6.01 of extent required to obtain Third Party Approvals, and to provide notices in connection therewith, necessary to consummate the transactions contemplated by this Agreement, as the case may be.. Section 5.16

Appears in 1 contract

Samples: Version Securities Purchase Agreement (Centerpoint Energy Inc)

Public Announcements. The public disclosure Purchaser shall have the right to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial issue a press release or other public announcement related to be issued with respect to this Agreement and the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made transactions contemplated hereby in ACTIVE 274341277 connection with the Securities and Exchange Commission (includingexecution of this Agreement; provided, without limitationhowever, an amendment that the Company shall have a reasonable opportunity to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial review such press release, announcement or communication prior to its issuance, distribution or publication and comment thereon, which comments shall be considered in good faith by Purchaser, to the extent practicable under the circumstances. Between the date of this Agreement and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GEClosing Date, except as to the extent required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable any applicable Law, neither it nor any none of its Purchaser, Merger Sub or the Company shall, and Purchaser, Merger Sub and the Company shall cause their respective Affiliates will and representatives not to, directly or indirectly, issue any other press release or make public announcement of any public statement with respect to the Transaction Documents or the Contemplated Transactions kind without the prior written consent of Purchaser and the otherCompany. Purchaser and the Company shall cooperate in good faith to prepare a joint press release to be issued on the Closing Date, the terms of which consent will not be unreasonably withheld or delayed, except that no such consent shall be mutually agreed upon by the parties. None of Purchaser, Merger Sub or the Company shall, and Purchaser, Merger Sub and the Company shall cause their Affiliates and representatives not to, directly or indirectly, make any disclosure to any third parties concerning the Transactions (including the existence or terms thereof or of this Agreement) without the prior written consent of Purchaser and the Seller Representative; provided, however, that any party and its Affiliates may disclose such information (a) to its attorneys, advisors, representatives and members as is necessary in the Ordinary Course of Business (so long as such person agrees to, or is bound by contract to, keep the terms of this Agreement confidential) or (b) in connection with enforcing its rights under this Agreement or the Related Documents. Notwithstanding anything to the contrary in this Section 5.6, Purchaser and its Affiliates may issue, file or publish a press release or make such other public disclosure as may be required by applicable Law or applicable stock exchange rules, in which case, the party required to the extent that issue, file or publish such press release or public statement is consistent with disclosure shall allow the Company a reasonable opportunity to review and comment on such press release or public disclosure heretofore agreed. To in advance of such issuance, filing or publication to the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grummanpracticable, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoingparty required to issue, no provision of this Section 7.03 file or publish such press release or public disclosure shall relieve consider any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may besuch comments in good faith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackbaud Inc)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release relating to this Agreement shall be issued a joint press release mutually agreed by Windstream and Uniti. Except as set forth in, and in compliance with, ‎Section 6.03(a), or in connection with any Proceeding brought by a party to this Agreement against any other party hereto regarding this Agreement, the Merger or the other Transactions, Windstream and Uniti shall consult with each other before issuing any further press release, having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement and the Contemplated TransactionsTransactions (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement and the description transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally) and, except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association (in which case, such disclosing party will endeavor, on a basis reasonable under the Contemplated Transactions for purposes of the notification and report form circumstances, to be filed pursuant provide a meaningful opportunity to the HSR Act, the description of the Contemplated Transactions for purposes of any filings other party to be made with the Securities review and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial comment upon such public statement or press release, and will consider in good faith any reasonable comments of the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactionsother party thereto), will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will shall not issue any other such press release or make any such other public statement or schedule any such press conference or conference call before such consultation. Notwithstanding the foregoing, after the issuance of any press release or the making of any public statement with respect to which the Transaction Documents foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the Contemplated Transactions without beyond the prior consent scope of the otherdisclosure included in and as materially consistent with, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is with respect to which the other party had been consulted. No press release by Uniti shall include the name of any direct or indirect equityholder (or any of their respective Affiliates) of Windstream, New Windstream LLC (following the Windstream F Reorg) or New Uniti (following the Internal Reorg Merger) without the prior written consent of Windstream, except (a) in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association (in which case, Uniti will endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to Windstream to review and comment upon such public statement or press release, and will consider in good faith any reasonable comments of the other party thereto) or (b) after the issuance of any press release with respect to which such consent was obtained, Uniti may issue additional press releases without any consent of Windstream so long as such additional press releases are materially consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating press release with respect to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beWindstream had consented.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Uniti Group Inc.)

Public Announcements. The public disclosure Parties acknowledge that IPF is required by Applicable Laws to issue a press release and to file a material change report regarding the Agreement and the transactions contemplated hereby, and IPF agrees that the press release and material change report issued and filed by it and related supplemental website materials to be made posted on its website shall be in the respective forms which have been reviewed and accepted by any of the parties accompanying Vendors' Representatives on or before the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial date hereof. No additional press release, and public statement or announcement or other written public disclosure regarding this Agreement or the initial joint proxy statement and registration statement on Form S-4 to be filed transactions contemplated by LM in connection with its acquisition of Northrop Grumman) and certain public statements to this Agreement may be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior written consent and joint approval of the otherVendors and IPF, which consent will such approval not to be unreasonably withheld or delayed, except that no such consent shall be if required by Applicable Laws or a Governmental Authority, in which case (i) IPF, if it is the party required to issue or make a press release, public statement or announcement or other written public disclosure, will provide the extent that Vendors' Representatives and Vendors' Counsel with a reasonable opportunity to review and provide comments on the form and substance of any such press release or other public disclosure prior to the release thereof, and IPF agrees to review and consider such comments in good faith, and (ii) each Vendor, if it is the party required to issue or make a press release, public statement is consistent or announcement or other written public disclosure, will provide Purchaser and Purchaser's Counsel with a reasonable opportunity to review and provide comments on the form and substance of any such press release or other public disclosure heretofore agreed. To the extent that LM receives comments relating prior to the Contemplated Transactions from the Securities release thereof, and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE each Vendor agrees to respond review and consider such comments in good faith; provided that once a press release, public statement or announcement or other written public disclosure has been reviewed and approved as provided in this Section 8.3 and disseminated to the public, a Party will not be required to comply with this Section 8.3 with respect to any subsequent press release, public statement or announcement or other written request from LM for GE's consent to additional or modified public disclosure to be made concerning that contains substantially the Contemplated Transactions within one Business Day following GE's receipt of LM's written requestsame disclosure, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreementin all material respects, as the case may bepress release, public statement or announcement or other written public disclosure previously reviewed and approved.

Appears in 1 contract

Samples: Share Purchase Agreement

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseCompany shall not, and the initial joint proxy statement shall cause each of (a) its Subsidiaries and registration statement on Form S-4 (b) its and its Subsidiaries’ respective Representatives to be filed by LM in connection with not, and Parent shall not, and shall cause each of (i) its acquisition of Northrop GrummanSubsidiaries and (ii) its and certain public statements its Subsidiaries’ respective Representatives to be made regarding the Contemplated Transactionsnot, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or announcement concerning the Contemplated Transactions without the prior consent of the other, other (which consent will may not be unreasonably withheld withheld, conditioned, or delayed), except any release or announcement required by applicable Law (including in connection with the making of any filings or notifications required under the HSR Act or any foreign Antitrust Laws in connection with the Contemplated Transactions) or any rule or regulation of Nasdaq or any other stock exchange to which the relevant party hereto is subject, in which case the party required to make the release or announcement shall use reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance; it being understood that no the final form and content of any such consent shall be required release or announcement, to the extent that such so required, shall be at the final discretion of the disclosing party. The restrictions of this Section 5.8 do not apply to communications by the Company in connection with, or following, an Acquisition Proposal or a Change of Board Recommendation; provided, however, in each case, to the extent not prohibited by applicable Law or any applicable confidentiality agreement, prior to the earlier of the Effective Time and the date, if any, on which this Agreement is validly terminated, the Company shall give Parent reasonable advance notice of (including the contents of) its intended press release or public statement other announcement. Before any document or other written communication prepared by or on behalf of the Company or any of its Subsidiaries to be posted or made accessible on the website of the Company (whether in written, video or oral form via webcast, hyperlink or otherwise) that is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating related to any of the Contemplated Transactions from and, if reviewed by a stockholder of the Securities and Company, could reasonably be deemed to constitute a “solicitation” of “proxies” (in each case, as defined in Rule 14a-1 of the Exchange Commission on its joint proxy statement and registration statement on Form S-4 Act) with respect to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond the Merger (a “Merger Communication”) is disseminated to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written requestinvestor, which shall include a copy analyst, member of the relevant comments and media, employee, client, customer or other third party or otherwise made accessible on the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 website of the Contribution Agreement Company or Section 6.01 such participant (whether in written, video or oral form via webcast, hyperlink or otherwise), the Company shall share a draft of this Agreement, as the case may besuch Merger Communication with Parent and give reasonable and good faith consideration to any comments made by Parent and its counsel on any such Merger Communication.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paratek Pharmaceuticals, Inc.)

Public Announcements. The public disclosure to Except as may be made expressly permitted under Section 9.03 or required by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect applicable Laws and subject to the Contemplated Transactions, the description final three sentences of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Lawthis Section 9.04, neither it nor any of its Affiliates Party will issue any other press release or make any public statement with respect to the Transaction Documents announcement of any information regarding this Agreement or the Contemplated Transactions terms hereof, the Licensed Product in the Field or any Development or Commercialization activities conducted under this Agreement (the “Public Announcement Matters”) without the prior consent written approval of the otherother Party, which consent will approval shall not be unreasonably withheld or conditioned, delayed, except refused or withheld unreasonably; provided however, that no such consent neither Party shall be required prevented from complying with any duty of disclosure that it may have pursuant to applicable Laws or the rules of any recognized stock exchange so long as the Disclosing Party provides the other Party at least five (5) Business Days prior written notice of such disclosure to the extent that such press release practicable and only discloses information to the extent required by applicable Laws or public the rules of any recognized stock exchange. Once any statement is consistent approved for disclosure by the Parties or information is otherwise made public in accordance with the preceding sentence, either Party may make a subsequent public disclosure heretofore agreedof the contents of such statement without further approval of the other Party. To the extent that LM receives comments relating Notwithstanding anything herein to the Contemplated Transactions from the Securities contrary, MYLAN may inform its customers, suppliers and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy business contacts of the relevant comments licensing of the Licensed Products in the Field hereunder in the ordinary course of business. In its press releases and public filings that mention or are regarding any Licensed Product in the proposed disclosureField, MYLAN shall refer to the fact that it has licensed the Licensed Product(s) from THERAVANCE, and THERAVANCE shall refer to the fact that it has licensed the Licensed Product(s) to MYLAN in its press releases and public filings. Within sixty (60) days of the Effective Date, appropriate representatives of the Parties will decide a process and principles for reaching timely consensus on how the Parties will make public disclosure concerning Public Announcement Matters. Notwithstanding the foregoing, no provision but subject to Sections 2.07 and 2.08, respectively, THERAVANCE shall not be required to obtain the prior written approval of this Section 7.03 shall relieve MYLAN for any party from its obligations under Section 4.02 of public announcement relating to TD-4208 or Licensed Product in connection with or related to use or intended use in China or outside the Contribution Agreement or Section 6.01 of this Agreement, as Field; provided that such announcement would not reasonably be expected to have a material adverse impact on the case may beParties activities with respect to the Licensed Product in the Field hereunder.

Appears in 1 contract

Samples: Development and Commercialization Agreement (Theravance Biopharma, Inc.)

Public Announcements. The Except as required by Applicable Law or to obtain any required consent or approval hereunder, none of Purchaser or any Seller Party shall disclose to the public or any third party (other than such Party’s Representatives) the terms of the transactions contemplated by this Agreement without the prior written consent of the other Parties. Furthermore, no Seller Party shall have any discussions with any member of the media regarding the transactions contemplated by this Agreement nor shall any Seller Party make any social media or other post or comment regarding the transactions contemplated by this Agreement. If any disclosure relating to the transactions contemplated hereby is required to be made under Applicable Law or to obtain any required consent or approval hereunder, Purchaser and the Seller Parties shall consult with each other in advance to the extent reasonably practicable as to the content and timing thereof, except that no consent shall be required with respect to disclosures required by Applicable Laws relating to securities. Notwithstanding anything to the contrary herein, following the date hereof, Seller and Purchaser shall agree upon a time and method whereby the Purchaser may announce the transactions contemplated by this Agreement to the employees of the Seller and conduct customary on-boarding activities; provided that any such announcement shall not disclose any of the parties accompanying the announcement terms of the Contemplated Transactionstransaction. Following the Closing, including(i) a Party may announce to its employees, among other thingscustomers and suppliers that the transaction contemplated by this Agreement has been consummated; provided, the initial press release to be issued with respect to the Contemplated Transactionshowever, the description that any such announcement shall not disclose any of the Contemplated Transactions for purposes terms of the notification transaction, and report form to be filed pursuant to (ii) Builders FirstSource, Inc. and the HSR Act, Owner may disclose the description closing of the Contemplated Transactions for purposes transactions contemplated by this Agreement, including the terms thereof, such as the purchase price and sales of any filings to be made the Business, in its periodic reports filed with the Securities SEC, earnings releases and Exchange Commission investor presentations; provided, however, that neither Builders FirstSource, Inc. shall not issue any press release, SEC report or similar disclosure the primary purpose or primary content of which is the disclosure of the transaction; provided, further, that (includingi) Owner shall not issue any press release, without limitation, or similar disclosure the primary purpose or primary content of which is the disclosure of the transaction and (ii) Owner shall provide Purchaser with an amendment opportunity to GE's Schedule 13D relating to the LM Common Stock, a review any Current Report on Form 8-K relating and shall use reasonable best efforts to avoid identifying Purchaser or its Affiliates by name in the Contemplated Transactions to be filed by LM, together with body of the initial press release, and the initial joint proxy statement and registration statement Current Report on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.8-K.

Appears in 1 contract

Samples: Asset Purchase Agreement (1847 Holdings LLC)

Public Announcements. The public disclosure to Except as may be made expressly permitted under Section 9.03 or required by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect applicable Laws and subject to the Contemplated Transactions, the description final three sentences of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Lawthis Section 9.04, neither it nor any of its Affiliates Party will issue any other press release or make any public statement with respect to the Transaction Documents announcement of any information regarding this Agreement or the Contemplated Transactions terms hereof, the Licensed Product in the Field or any Development or Commercialization activities conducted under this Agreement (the "Public Announcement Matters") without the prior consent written approval of the otherother Party, which consent will approval shall not be unreasonably withheld or conditioned, delayed, except refused or withheld unreasonably; provided however, that no such consent neither Party shall be required prevented from complying with any duty of disclosure that it may have pursuant to applicable Laws or the rules of any recognized stock exchange so long as the Disclosing Party provides the other Party at least five (5) Business Days prior written notice of such disclosure to the extent that such press release practicable and only discloses information to the extent required by applicable Laws or public the rules of any recognized stock exchange. Once any statement is consistent approved for disclosure by the Parties or information is otherwise made public in accordance with the preceding sentence, either Party may make a subsequent public disclosure heretofore agreedof the contents of such statement without further approval of the other Party. To the extent that LM receives comments relating Notwithstanding anything herein to the Contemplated Transactions from the Securities contrary, MYLAN may inform its customers, suppliers and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy business contacts of the relevant comments licensing of the Licensed Products in the Field hereunder in the ordinary course of business. In its press releases and public filings that mention or are regarding any Licensed Product in the proposed disclosureField, MYLAN shall refer to the fact that it has licensed the Licensed Product(s) from THERAVANCE, and THERAVANCE shall refer to the fact that it has licensed the Licensed Product(s) to MYLAN in its press releases and public filings. Within sixty (60) days of the Effective Date, appropriate representatives of the Parties will decide a process and principles for reaching timely consensus on how the Parties will make public disclosure concerning Public Announcement Matters. Notwithstanding the foregoing, no provision but subject to Sections 2.07 and 2.08, respectively, THERAVANCE shall not be required to obtain the prior written approval of this Section 7.03 shall relieve MYLAN for any party from its obligations under Section 4.02 of public announcement relating to TD-4208 or Licensed Product in connection with or related to use or intended use in China or outside the Contribution Agreement or Section 6.01 of this Agreement, as Field; provided that such announcement would not reasonably be expected to have a material adverse impact on the case may beParties activities with respect to the Licensed Product in the Field hereunder.

Appears in 1 contract

Samples: Development and Commercialization Agreement (Theravance Biopharma, Inc.)

Public Announcements. Parent and Acquiror agree that the press release announcing the execution and delivery of this Agreement and the Transactions will be in the form attached as Exhibit D and the investor presentation to be utilized by Acquiror with respect to the Transactions (together with such press release, the “Transaction Announcements”) will be in the form attached as Exhibit D. The public disclosure Parties further agree that the Acquiror investor presentation to be made by any of the parties accompanying in connection with the announcement of the Contemplated Transactions, including, among other things, Transactions will be in substantially the form included in Exhibit D and that both the initial press release to be issued with respect to and the Contemplated Transactions, investor presentation concerning the description of the Contemplated Transactions for purposes of the notification and report form to will be filed pursuant by Acquiror as exhibits to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to filing promptly after the Contemplated Transactions to be filed by LM, together with execution of this Agreement. From the initial press releasedate hereof through the Closing, and without limiting the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition effect of Northrop Grumman) and certain Section 4.13, neither Parent nor Acquiror will publish any press releases, or publish any other public statements (including to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor securities analysts) that contradicts any of its Affiliates will issue any other press release or make any public statement Transaction Announcement with respect to this Agreement, the Other Transaction Documents Agreements and the Transactions (or the Contemplated Transactions portion thereof relating to this Agreement, the Other Transaction Agreements and the Transactions) without the prior consent approval of the otherother Party, which consent will such approval not to be unreasonably withheld withheld, conditioned or delayed, except that no as such consent shall Party determines in good faith may be required by Law in connection with actions taken pursuant to Section 4.10 hereof or by obligations pursuant to any listing agreement with any national securities exchange. Except as Parent determines in good faith to be required by Law, in the extent that such event Parent elects to pursue the Exchange Offer, Parent will not publish any press release or publish any other public statement is consistent with announcing the public disclosure heretofore agreed. To terms of the extent that LM receives comments relating Exchange Offer prior to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy commencement of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beExchange Offer.

Appears in 1 contract

Samples: Transaction Agreement (Diamond Foods Inc)

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Public Announcements. The public disclosure to be made by any Each of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the Adient and Yanfeng will issue an initial press release to be issued with respect to regarding the Contemplated Transactions, the description Transactions as part of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made press release issued in connection with the Securities Master Agreement and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to other agreements entered into by the LM Common Stock, Parties and Adient will issue a Current Report on Form 8-K relating to under the Contemplated Securities Exchange Act of 1934 and Huayu Automotive Systems Co., Ltd. will make an announcement under the applicable listing rules, in each case, describing the Transactions to be filed by LMand filing this Agreement (collectively, together with the initial “Initial Disclosures”); and each of Adient and Yanfeng will issue a press release, and release at the initial joint proxy statement and registration statement on Form S-4 to be filed by LM Closing in connection with the Transactions contemplated herein as part of the press release in connection with the closing of the transactions under the Master Agreement; provided that Adient and Yanfeng shall have provided each other with a draft of such initial press release and a reasonable opportunity to review and comment on such press release prior to its acquisition issuance (it being understood that each of Northrop Grumman) Adient and certain public statements Yanfeng shall consider and make a good faith effort to be made regarding reflect the Contemplated Transactionsother Party’s comments). Except as otherwise expressly contemplated by this Agreement or the Definitive Agreements, will be made only as agreed by LM and GE, except as required by Applicable Law. Each none of GE and LM agrees that, except as required by Applicable Law, neither it the Parties (nor any of its Affiliates will their respective Affiliates) shall issue any other press release or otherwise make any public statement statements or disclosure with respect to the Transaction Documents execution or performance of this Agreement or to the Contemplated Transactions contemplated hereby or by the Definitive Agreements without the prior written consent of the otherother Parties; provided, which consent will not be unreasonably withheld however, that, notwithstanding anything to the contrary in this Agreement or delayedthe Definitive Agreements, except that no such consent none of the Parties shall be restrained from making such disclosure as may be required by Law or by the listing agreement with or regulations of any stock exchange (in which case the Party seeking to make such disclosure shall promptly notify the other Parties thereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued); provided, further, that each Party may make public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are not inconsistent in tone and substance with the Initial Disclosures or other previous public statements, disclosures or communications made by the Parties or to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities they have been reviewed and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed previously approved by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy all of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beParties.

Appears in 1 contract

Samples: Ancillary Master Agreement (Adient PLC)

Public Announcements. The public disclosure Promptly following the execution of this Agreement, the parties agree to issue a joint press release in respect of this Agreement and the transactions contemplated hereby, the substance of which shall be reasonably satisfactory to such parties. Each party shall keep this Agreement strictly confidential and neither party shall make, or cause to be made by made, any of the parties accompanying the announcement of the Contemplated Transactionsdisclosure, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement announcement of any kind in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media in respect of this Agreement without the prior written consent of the other party, except (i) to the extent such disclosure, press release, public announcement or communication is consistent required by order of a court of competent jurisdiction, subpoena, applicable Law or any applicable stock exchange rule or regulation, provided that such required party shall, if reasonably practicable, before responding to such requirement, provide the other party with a prompt written notice thereof so that the other party may seek a protective order and/or other appropriate remedy or waive compliance with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM confidentiality obligations set forth in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as (ii) in the case may beof the Purchasers, disclosures in accordance with the customary practices of the Purchasers and their Affiliates with respect to public company disclosure filings, in which case the Purchasers shall, to the extent practicable, allow the Seller reasonable time to comment on such release or announcement in advance of such issuance, (iii) in the case of the Seller, disclosures in accordance with the customary practices of the Seller and its Affiliates with respect to public company disclosure filings, in which case the Seller shall, to the extent practicable, allow the Purchasers reasonable time to comment on such release or announcement in advance of such issuance, and (iv) the parties to this Agreement shall cooperate as to the timing and contents of any disclosure, press release, public announcement or communication not contemplated by clause (i), (ii) or (iii) above.

Appears in 1 contract

Samples: Stock Purchase Agreement (Readers Digest Association Inc)

Public Announcements. The Except as may otherwise be required by law or regulation, neither Party shall make any public disclosure announcement concerning this Agreement or the subject matter hereof without the prior consent of the other Party, such consent not to be made unreasonably withheld. If this Agreement is determined to be material to the business of Incyte (or ELITRA) so that its disclosure is required by any law or regulation, ELITRA (or Incyte) shall have the right to review and comment of the parties accompanying the announcement text of the Contemplated Transactions, including, among other thingsdisclosure prior to its release to the public. Notwithstanding the foregoing, the initial Parties agree to issue a joint press release in substantially the form attached hereto as EXHIBIT H (the "JOINT PRESS RELEASE") announcing the execution of this Agreement within thirty (30) days of the Effective Date (as mutually agreed by the Parties) and to be issued coordinate and cooperate with each other, to the extent commercially reasonable, to obtain maximum benefit to the Parties with respect to the Contemplated Transactions, the description marketing of the Contemplated Transactions for purposes of the notification transactions contemplated hereby. The Parties agree to consult with each other reasonably and report form to be filed pursuant in good faith with respect to the HSR Act, the description timing of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial such press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will Party shall issue any other press release or make any other public statement with respect to the Transaction Documents regarding this Agreement or the Contemplated Transactions subject matter hereof that is in any manner inconsistent with the Joint Press Release without the prior written consent of the otherother Party, which consent will not be unreasonably withheld provided that either Party may issue such press releases as it determines, based on the written advice of counsel, are reasonably necessary to comply with laws or delayedregulations or for appropriate market disclosure. In addition, except that no such consent following the issuance of the Joint Press Release, either Party shall be required free to disclose, without the other Party's prior written consent and to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To Joint Press Release, the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 existence of this Agreement, as the case may beidentity of the other party and those terms of the Agreement which have already been publicly disclosed in the Joint Press Release.

Appears in 1 contract

Samples: Agreement (Elitra Pharmaceuticals Inc)

Public Announcements. The public disclosure to be made by Parties shall mutually agree on any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the upon execution of this Agreement; such release may include a high-level description of the Contemplated Transactions for purposes royalty and milestone payment obligations of this Agreement. Neither Party shall make any subsequent public announcement concerning this Agreement or the terms hereof not previously made public without the prior written approval of the notification and report form to be filed pursuant other Party with regard to the HSR Actform, the description content, and precise timing of the Contemplated Transactions for purposes of any filings such announcement, except as may be required to be made by either Party in order to comply with applicable law, regulations, court orders, or tax, securities filings, financing arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheld, conditioned or delayed by such other Party. Before any such public announcement, the Securities Party wishing to make the announcement shall submit a draft of the proposed announcement to the other Party sufficiently in advance of the scheduled disclosure to afford such other Party a reasonable opportunity to review and Exchange Commission comment upon the proposed text and the timing of such disclosure, and shall consider all reasonable comments of the other Party regarding such disclosure. (includingProvided, without limitationthat neither Party shall use the trademark or logo of the other Party, an amendment to GE's Schedule 13D its Affiliates or their respective employee(s) in any publicity, promotion, news release or public disclosure relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with this Agreement or its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GEsubject matter, except as may be required by Applicable Law. Each of GE and LM agrees that, except as law or required by Applicable Law, neither it nor any the rules of its Affiliates will issue any other press release an applicable US national securities exchange or make any public statement except with respect to the Transaction Documents or the Contemplated Transactions without the prior consent CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. express written permission of the othersuch other Party, which consent will such permission not to be unreasonably withheld withheld, conditioned or delayed.) Notwithstanding the above, except that no such consent once a public disclosure has been made, either Party shall be required free to the extent that such press release disclose to Third Parties any information contained in said public disclosure, without further pre-review or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may bepre-approval.

Appears in 1 contract

Samples: License Agreement (Marinus Pharmaceuticals Inc)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated TransactionsPurchaser, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, Seller and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection Company each shall (a) consult with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor each other before such party or any of its Affiliates will issue issues any other press release or make otherwise makes any public statement (including, in the case of the Company or any Company Subsidiary, any public announcement to its employees, employee representatives, customers, Airport Authorities or other business partners) with respect to the Transaction Documents this Agreement or the Contemplated Transactions without the prior consent of the othertransactions contemplated by this Agreement, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required (b) provide to the extent that other parties for review a copy of any such press release or public statement and (c) not issue any such press release or make any such public statement prior to such consultation and review and the receipt of the prior consent of the other parties to this Agreement (which consent shall not be unreasonably withheld, conditioned or delayed), except for any press release or public statement as may be required by applicable Law or pursuant to any listing agreement with or rules of any applicable securities exchange, to enforce the terms of this Agreement; provided, however, that the foregoing shall not restrict or prohibit the Company from making any announcement from the date hereof through the Closing Date to its employees, customers and other business relations to the extent the Company determines in good faith that such announcement is consistent necessary or advisable and, to the extent permitted by Law, the applicable parties hereto shall use commercially reasonable efforts to consult with the other parties hereto prior to making any such disclosure required by Law or pursuant to any listing agreement with or rules of any applicable securities exchange; provided, further, that Seller, the Company, and their respective Affiliates shall not be required to consult with Purchaser prior to issuing any press release or otherwise making any public disclosure heretofore agreed. To statement that primarily relates to (i) the extent Company’s or any of its Affiliates’ review of strategic alternatives, including any sale, disposition or other strategic transaction involving Seller, MIC Ohana, Macquarie Terminal Holdings LLC, MIC Hawaii, MIC Renewable Energy Holdings LLC or any of their respective Subsidiaries (other than the transactions contemplated hereby) (the “Related Transactions”), or (ii) the Reorganization, nor shall the Company or any of its Affiliates be required to provide a copy of any such press release or public statement to Purchaser or seek Purchaser’s consent with respect thereto, including any such press release or public statement that LM receives comments discloses information relating to the Contemplated Transactions from transactions contemplated hereby (in each case, so long as any information regarding Purchaser or its Affiliates and the Securities Debt Financing Sources or potential Debt Financing Sources, including the identity of any such Persons, is not disclosed in connection therewith); provided, further, Affiliates of the Company and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM Purchaser may provide general information about the subject matter of this Agreement in connection with its acquisition of Northrop Grummantheir or their Affiliates’ respective fund raising, GE agrees to respond to any written request from LM for GE's consent to additional marketing, informational or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy reporting activities of the relevant comments and the proposed disclosurekind customarily provided with respect to private equity investments of this kind. Notwithstanding the foregoing, (a) nothing in this Section 6.8 shall limit the Company’s or the Company Board’s rights under Section 6.21 [(Alternative Transaction Proposals)], (b) the Company will no provision longer be required to consult with Purchaser in connection with any such press release or public statement regarding an Alternative Transaction Proposal from and after such time that the Company Board has made any Adverse Recommendation Change or shall have resolved to do so, and (c) the requirements of this Section 7.03 6.8 shall relieve not apply to any party from its obligations under Section 4.02 disclosure by the Company or Purchaser of the Contribution any information concerning this Agreement or Section 6.01 of the transactions contemplated hereby in connection with any dispute between the parties regarding this Agreement or the other transactions contemplated by this Agreement, as the case may be.

Appears in 1 contract

Samples: Stock Purchase Agreement (Macquarie Infrastructure Corp)

Public Announcements. The Company and Parent shall consult with each other before issuing, and will provide each other the reasonable opportunity to review and reasonably comment upon, and use reasonable best efforts to agree on, any press release or other public disclosure statements with respect to be made by the transactions contemplated hereby, including the Merger, and shall not issue any such press release or make any such public statement without the prior written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned), except as either party, after consultation with outside counsel, may determine is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or stock market if it has used reasonable best efforts to consult with the other party prior thereto regarding the timing, scope and content of any such press release or public statement; provided, however, that no such consultation shall be required to make any disclosure or otherwise take any action expressly permitted by Section 5.2. In addition, except (i) to the extent disclosed in or consistent with the Proxy Statement in accordance with the provisions of Section 5.3, (ii) to the extent necessary to comply with the Company’s periodic reporting obligations under the Exchange Act, (iii) for any consent given in accordance with this Section 5.8 or (iv) as expressly permitted by Section 5.2, neither party shall issue any press release or otherwise make any public statement or disclosure concerning the other party or the other party’s business, financial condition or results of operations without the consent of such other party, which consent shall not be unreasonably withheld, delayed or conditioned. The parties accompanying the announcement of the Contemplated Transactions, including, among other things, agree that the initial press release to be issued with respect to the Contemplated Transactionstransactions contemplated hereby shall be in the form agreed to by the parties. Notwithstanding the foregoing, after the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes issuance of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make the making of any public statement with respect to which the Transaction Documents consultation procedures set forth in this Section 5.8 have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any non-public information regarding the Contemplated Transactions without transactions contemplated by this Agreement beyond the prior consent scope of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to disclosure included in the extent that such press release or public statement is consistent with respect to which the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any other party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may behad been consulted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barnes & Noble Inc)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission No party shall (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement Representatives shall cause Parent and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grummanthe Acquired Companies not to) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect relating to the Transaction Documents or the Contemplated Transactions subject matter of this Agreement without the prior consent of written approval of, the other, Buyer and the Representatives provided that any party may make any public disclosure it believes in good faith is required to do so by applicable Law or pursuant to any listing agreement with any national securities exchange or stock market (in which consent will not be unreasonably withheld or delayed, except that no such consent case the party required to make the disclosure shall be required consult with the other parties to the extent possible and allow the other parties reasonable time to comment thereon prior to issuance or release it being understood that such this Agreement will be publicly filed and disclosed by Buyer shortly after signing). Nothing herein shall restrict disclosure by Sellers that are investment or private equity firms or Affiliates of investment or private equity firms to their respective investors of the content of any issued press release or filed public statement is consistent with filing by the public disclosure heretofore agreedBuyer and of the portion of the purchase price that will be allocated, directly or indirectly, to each such investor on a confidential basis. To For the extent that LM receives comments relating avoidance of doubt, the distribution of notices and/or other information to the Contemplated Transactions from Sellers in furtherance of the transactions contemplated by this Agreement that are not in violation of any applicable Law or this Agreement shall not violate the terms of this Section 7.6. Notwithstanding anything to the contrary in this Agreement, the Sellers agree and consent to the filing by the Buyer with the Securities and Exchange Commission on its joint proxy statement prior to the Closing of one or more Forms 8-K announcing the signing of this Agreement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM summarizing the transactions contemplated hereby and filing this Agreement and certain financial statements for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments Acquired Companies and the proposed disclosure. Notwithstanding Parent and related pro forma financial information as exhibits to those Forms 8-K; it being understood that no Seller shall have any legal or other responsibility for the foregoingform or content of any such Forms 8-K except to the extent of Losses arising from or related to a breach of a representation or warranty in this Agreement by a Seller, no provision of this Section 7.03 shall relieve Parent or any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beAcquired Company.

Appears in 1 contract

Samples: Purchase Agreement (DXP Enterprises Inc)

Public Announcements. The public disclosure to be made by any of Parent and Buyer, on the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseone hand, and Seller and the initial joint proxy statement Company, on the other hand, shall consult with one another and registration statement seek one another’s written approval before issuing any Reviewable Document, and shall not, and shall cause their respective Affiliates not to, issue any such Reviewable Document prior to such consultation and approval; provided that each Party may make any such announcement which it in good faith believes, based on Form S-4 to be filed by LM advice of counsel, is necessary or advisable in connection with its acquisition any requirement of Northrop Grumman) law or regulation or rule of any applicable national securities exchange, it being understood and certain agreed that each Party shall provide the other Parties with copies of any such announcement in advance of such issuance; provided, further, that each Party may make internal announcements to their respective employees that are not inconsistent in any material respects with the Parties’ prior public statements to be made disclosures regarding the Contemplated Transactionstransactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, will be made only as agreed in no event shall either this Section 6.9 or any provision of the Confidentiality Agreement limit disclosure by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor Seller or any of its Affiliates will issue (which, after the Closing, shall not include any Group Company) to any direct or indirect investors in any such Person, as applicable, or in connection with normal fund raising and related marketing or informational or reporting activities of Seller or any such Affiliate. Any language included in a Reviewable Document that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party and may henceforth be used by the other press release party in other Reviewable Documents and in other documents distributed by the other party in connection with the transactions contemplated by this Agreement without further review or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may bereviewing party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quinpario Acquisition Corp.)

Public Announcements. The parties hereto agree that no public disclosure to release or announcement concerning the transactions contemplated by this Agreement shall be made issued by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions party without the prior consent of the other, (which consent will shall not be unreasonably withheld withheld) of Purchaser, in the case of a release or delayedannouncement by Seller or any of its affiliates, or Seller, in the case of a release or announcement by Purchaser or any of its affiliates, except that no as such consent shall release or announcement may be required by Law or the rules or regulations of any United States or non-United States securities exchange, in which case the party required to make the extent that such press release or public statement is consistent with announcement shall use its reasonable commercial efforts to allow the public disclosure heretofore agreed. To the extent that LM receives comments relating other party reasonable time to the Contemplated Transactions from the Securities and Exchange Commission comment on its joint proxy statement and registration statement on Form S-4 to be filed by LM such release or announcement in connection with its acquisition advance of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosuresuch issuance. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations Seller agrees to permit Purchaser to request that the Company publish and disclose in the proxy statement to be sent to the Company's stockholders pursuant to the Merger Agreement and publish and disclose in related filings by the Company or Purchaser under Section 4.02 the securities laws Seller's identity and ownership of the Contribution Seller's Shares and the nature of its commitments, arrangements and understandings under this Agreement; provided that Seller shall be given reasonable opportunity to review and comment upon any such materials filed by the Company or Purchaser under the securities laws describing Seller or the transactions contemplated by this Agreement prior to such publication and disclosure; provided further, however, that nothing herein shall be deemed to provide Seller with any right of approval with respect to the disclosure in any such materials filed by the Company or Purchaser under the securities laws describing Seller, the transactions contemplated by this Agreement or Section 6.01 of this Agreement, as the case may beotherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Electric Capital Corp)

Public Announcements. The public disclosure to be made by Neither Buyer nor Seller shall issue any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued or make any other public announcement with respect to any of this Agreement or the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission Ancillary Agreements (including, without limitation, an their existence, their subject matter, the Parties’ respective performance, any amendment to GE's Schedule 13D relating to hereto or thereto, or performance hereunder or thereunder) without the LM Common Stock, a Form 8-K relating to prior written consent of the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GEother Party, except as may be required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents Law or the Contemplated Transactions without rules and regulations of any national securities exchange upon which the prior consent securities of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such Buyer are listed. The initial press release or public statement is consistent with announcement shall be made jointly by the public disclosure heretofore agreed. Parties substantially in the form attached hereto as Exhibit I. To the extent that LM receives comments relating either Party reasonably determines that it is required by Law to make a public filing (including any filing with the Contemplated Transactions from the U.S. Securities and Exchange Commission Commission) or any other public disclosure with respect to this Agreement, any Ancillary Agreement or the terms or existence hereof or thereof to comply with applicable Law, such Party shall promptly inform the other Party thereof and shall use reasonable efforts to maintain the confidentiality of the other Party’s Confidential Information in any such filing or disclosure. Prior to making any such filing of a copy of this Agreement or any Ancillary Agreement, the Parties shall mutually agree on its joint proxy statement the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that, if one Party reasonably determines to seek confidential treatment for a provision for which the other Party does not, then (i) the disclosing Party shall provide a written opinion of the counsel of such Party to such effect and registration statement on Form S-4 to be filed by LM (ii) the Parties will use reasonable efforts in connection with its acquisition such filing to seek the confidential treatment of Northrop Grummanany such provision. The Parties shall cooperate, GE agrees to respond at the disclosing Party’s expense, in such filing, including, without limitation, such confidential treatment request, and shall execute all documents reasonably required in connection therewith. The Parties will reasonably cooperate in responding promptly to any written request comments received from LM for GE's consent the applicable Governmental Authority with respect to additional or modified disclosure such filing in an effort to be made concerning the Contemplated Transactions within one Business Day following GE's receipt achieve confidential treatment of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may besuch redacted form.

Appears in 1 contract

Samples: Asset Purchase Agreement (Evofem Biosciences, Inc.)

Public Announcements. The public disclosure to be made by any of During the parties accompanying the announcement of the Contemplated TransactionsPre-Closing Period, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification ULHL shall not (and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor ULHL shall not permit any of its Affiliates will Representatives or any ULHL Subsidiaries to) issue any other press release or make any public statement regarding this Agreement or any of the transactions contemplated by this Agreement without the Buyer’s prior written consent (which shall not be unreasonably withheld); provided, that without the prior written consent of the Buyer (which shall not be unreasonably withheld), ULHL shall not at any time disclose to any Person the fact that this Agreement has been entered into or any of the terms of this Agreement other than to the ULHL Subsidiaries or Representatives of ULHL or the ULHL Subsidiaries, such parties’ advisors who each of the ULHL Subsidiaries or ULHL, as applicable, reasonably determines needs to know such information for the purpose of advising each of the ULHL Subsidiaries or ULHL with respect to the Transaction Documents or the Contemplated Transactions without the prior consent matters set forth herein, it being understood that such advisor will be informed of the otherconfidential nature of this Agreement and the terms of this Agreement and will be directed to treat such information as confidential in accordance with the terms of this Agreement. During the Pre-Closing Period, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such in connection with any press release or other public statement is consistent or disclosure regarding this Agreement or any of the transactions contemplated by this Agreement to be issued by the Buyer, the Buyer shall consult in good faith with the public disclosure heretofore agreed. To the extent that LM receives comments relating ULHL with respect to the Contemplated Transactions from the Securities form and Exchange Commission on its joint proxy substance of such release or other statement or disclosure and registration statement on Form S-4 to be filed shall consider reasonable changes requested by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy each of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 ULHL Subsidiaries or ULHL prior to release of the Contribution Agreement statement or Section 6.01 of this Agreement, as the case may bedisclosure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Unique Logistics International Inc)

Public Announcements. The public disclosure to be made by any of On the parties accompanying the announcement of the Contemplated Transactions, including, among other thingsExecution Date, the initial Parties shall issue one or more press release to releases, the timing and content of which shall be issued mutually agreed. Any announcements or similar publicity with respect to the Contemplated Transactionsexecution of this Agreement shall be agreed upon between the Parties in advance of such announcement. The Parties understand that this Agreement is likely to be of significant interest to investors, analysts and others, and that the Parties therefore may make such public announcements with respect thereto, subject to the remainder of this Section 14.9. The Parties agree that any such announcement will not contain confidential business or technical information and, if disclosure of confidential business or technical information is required by law or regulation, the description Parties will use commercially reasonable efforts to minimize such disclosure and obtain confidential treatment for any such information which is disclosed to a governmental agency or group. Each Party agrees to provide to the other Party a copy of any public announcement as soon as reasonably practicable under the Contemplated Transactions for purposes circumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other with an advance copy of any press release at least [**] prior to the notification scheduled disclosure. Each Party shall have the right to expeditiously review and report form recommend changes to any announcement regarding this Agreement or the subject matter of this Agreement. Except as otherwise required by law, the Party whose press release has been reviewed shall remove any information the reviewing Party reasonably deems to be filed pursuant to the HSR Act, the description of the Contemplated Transactions inappropriate for purposes disclosure. The contents of any such announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. Furthermore, each Party shall give the other Party a reasonable opportunity to review all filings to be made with the United States Securities and Exchange Commission (includingdescribing the terms of this Agreement prior to submission of such filings, without limitation, an amendment and shall give due consideration to GE's Schedule 13D any reasonable comments by the non-filing Party relating to such filing, including without limitation the LM Common Stockprovisions of this Agreement for which confidential treatment should be sought. Neither Party hereto shall use the name, a Form 8-K relating to trademarks, logos, physical likeness, employee names or owner symbol of the Contemplated Transactions to be filed by LMother Party for any promotional, together with the initial press releaseadvertising, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release marketing or make any public statement with respect to the Transaction Documents or the Contemplated Transactions commercial activities without the prior written consent of the other, which consent will not be unreasonably withheld or delayedother Party, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating required for Tularik to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from perform its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be6.3.

Appears in 1 contract

Samples: Collaboration and License Agreement (Tularik Inc)

Public Announcements. The Parties agree that prior to making any public disclosure announcement or statement with respect to this Agreement or the transaction represented herein permitted under this Section 16.6, the Party desiring to make such public announcement or statement shall provide the other Parties with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Parties shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable efforts to (i) agree upon the text of a joint public announcement or statement to be made by any all Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the parties accompanying other Parties to the text of a public announcement or statement. Nothing contained in this Section 16.6 shall be construed to require any Party to obtain approval of the Contemplated Transactions, including, among any other things, the initial press release Party to be issued disclose information with respect to this Agreement or the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form transaction represented herein to be filed pursuant any Governmental Authority to the HSR Act, the description extent required by Applicable Law or necessary to comply with disclosure requirements of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (includingCommission, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue New York Stock Exchange or any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the otherregulated stock exchange. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN GRANTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]

Appears in 1 contract

Samples: Gathering and Disposal Agreement (Oasis Midstream Partners LP)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as Unless otherwise required by Applicable Law. Each applicable Law or stock exchange requirements (based upon the reasonable advice of GE and LM agrees thatcounsel), except as required by Applicable Lawnone of Stellar, neither it nor any of its Affiliates will issue any other press release Edesa or the Shareholders, or their respective Affiliates, shall make any public statement with announcements in respect to the Transaction Documents of this Agreement or the Contemplated Transactions transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the otherothers, which consent will shall not be unreasonably withheld or delayed, except that no such consent shall be required . Prior to the extent that any such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grummanannouncement, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy none of the relevant comments and Parties shall disclose this Agreement or any aspect of the proposed disclosureShare Exchange except to its board of directors, its senior management, its legal, accounting, financial or other professional advisors. Notwithstanding the foregoing, no provision (a) the Parties acknowledge that Stellar is a public company and will have to file a current report on Form 8-K regarding this Agreement and the Share Exchange, and Stellar will provide Edesa a reasonable opportunity to review and comment on such Form 8-K and any associated public announcement regarding this Agreement and the transactions contemplated hereby and Stellar shall consider the reasonable and timely comments of this Section 7.03 Edesa thereon in good faith; and (b) (i) on the advice of outside legal counsel, Stellar may issue a press release or public statement without the consent of Edesa if required by applicable Law or otherwise made in connection with a Stellar Change in Recommendation and (ii) other than a press release announcing a Stellar Change in Recommendation or a subsequent press release relating to such Stellar Change in Recommendation, any press release or public statement to be issued without the consent of Edesa pursuant to clause (i) shall relieve any party from its obligations under Section 4.02 be subject to reasonable prior notice to and review of Edesa, to the Contribution Agreement or Section 6.01 extent reasonable prior notice is practicable, and Stellar shall consider the reasonable and timely comments of this Agreement, as the case may beEdesa thereon in good faith.

Appears in 1 contract

Samples: Share Exchange Agreement (Stellar Biotechnologies, Inc.)

Public Announcements. The Confidentiality Agreement between the Seller and Buyer continues to apply, and the Operative Agreements as well as the proposed transaction are subject to and confidential under that Confidentiality Agreement. For […***…] after the Closing Date, all public disclosure to be made by any announcements in the form of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D a Press Release relating to the LM Common StockOperative Agreements or the transactions contemplated hereby shall be made only after consultation between the Parties, a Form 8-K relating except for disclosures by either Party that in the opinion of counsel for such Party are necessary and proper under applicable law, rule or regulation (but only after the disclosing Party has taken all reasonable steps to advise the Contemplated Transactions other Party about the Party’s intention to be filed by LM, together with the initial press releasemake, and the initial joint proxy statement and registration statement on Form S-4 proposed contents of, such disclosures). Any direct disclosures to be filed by LM customers in connection with its acquisition commercial relationships shall not reveal the consideration specified in Section 1.3 of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosurethis Agreement. Notwithstanding the foregoing, no provision either Party shall have the right, in its sole discretion, to make such disclosures as it may deem necessary or advisable to any Governmental Authority. In the event of a breach or anticipatory breach of this Section 7.03 9.3. by either Party, the other Party shall relieve be entitled, in addition to any party from its obligations under Section 4.02 and all other remedies available at law or in equity, to preliminary and permanent injunctive relief and specific performance without proving damages. Each of the Contribution Agreement Parties hereto will rely on their own advisors with respect to advice regarding the tax treatment and structure of the transaction contemplated under this Agreement. The parties also recognize that under IRS regulations promulgated earlier this year with respect to tax shelters (“Tax Shelter Regulations”), a transaction may be deemed a “confidential transaction” thereunder unless the related agreements expressly permit the disclosure of the “tax treatment and tax structure” of the transaction. Therefore, notwithstanding anything to the contrary herein or Section 6.01 in any other Operative Agreement, each of the parties agree that the other may disclose all information regarding the “tax treatment and tax structure” of the transaction contemplated under this Agreement, but only to the extent and in the manner required to avoid having the transaction contemplated under this Agreement be treated as a reportable transaction under the case may beTax Shelter Regulations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Applied Micro Circuits Corp)

Public Announcements. The Each Stockholder (in its capacity as a stockholder of the Company and/or signatory to this Agreement) shall not make any public announcement regarding this Agreement and the transactions contemplated hereby, except (x) with the prior written consent of Parent, (y) as required for a Stockholder to comply with its obligations under the Exchange Act (including, but not limited to, the filing of an amendment to the Form 4 and/or Schedule 13-G previously filed with the SEC by the Stockholders) or the rules of NASDAQ or (z) as required by the SEC or any Governmental Authority. Each Stockholder consents to and authorizes the publication and disclosure to be made by the Company, Parent or Merger Sub and their affiliates of its identity and holding of the Shares and the nature of its commitments and obligations under this Agreement in any announcement or disclosure required by the SEC or other Governmental Authority in connection with the Offer, or in any other disclosure document in connection with the Offer, the Merger or in any of the parties accompanying other transactions contemplated by the announcement of Merger Agreement or this Agreement and such Stockholder agrees that Parent and Merger Sub may file this Agreement or a form hereof with the Contemplated TransactionsSEC or any another Governmental Authority, including, among other thingsto the extent required by Law (which, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (includingparties agree shall include, without limitation, an amendment the right to GE's file this Agreement or a form hereof in connection with filing a Schedule 13D relating TO or any other filing required under the Exchange Act or the rules of NASDAQ); provided, that the Stockholders shall have a reasonable opportunity to review and comment on any such announcement or disclosure prior to its publication, filing or disclosure. Such Stockholder, on the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseone hand, and the initial joint proxy statement Parent, on the other hand, agrees to promptly give such other party any information it may reasonably require for the preparation of any such disclosure documents, and registration statement on Form S-4 each such party agrees to be filed by LM in connection with its acquisition promptly notify the other of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as any required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement corrections with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the otherany written information supplied by it specifically for use in any such disclosure document, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required if and to the extent that such press release party shall become aware that any such information shall have become false or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM misleading in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may bematerial respect.

Appears in 1 contract

Samples: Support Agreement (Legend Acquisition Sub, Inc.)

Public Announcements. The public disclosure to be made by any of Purchaser, the parties accompanying Company and the announcement of the Contemplated Transactions, including, among other things, Seller Representative shall mutually agree on the initial press release to be issued or releases with respect to the Contemplated Transactions, the description execution of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the this Agreement. Following such initial press release, Purchaser, the Company and the initial joint proxy statement Seller Representative shall consult with each other before issuing, and registration statement on Form S-4 give each other the opportunity to be filed by LM in connection with its acquisition of Northrop Grumman) review and certain public statements to be made regarding the Contemplated Transactionscomment upon, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any other public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will and shall not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that issue any such press release or make any such public statement is consistent prior to such consultation, except as such Party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with the public disclosure heretofore agreed. To any national securities exchange or national securities quotation system (and then only after prompt advance notice and consultation to the extent feasible); provided, however, that LM receives comments relating the foregoing shall not preclude communications or disclosures reasonably necessary to implement the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision provisions of this Section 7.03 shall relieve any party from Agreement; provided further that MDP and its obligations under Section 4.02 of Affiliates may (i) disclose the Contribution Agreement or Section 6.01 subject matter of this Agreement, and on a confidential basis, financial return and other financial performance or statistical information (not already publicly available or derived from publicly available information, in each case other than as a result of a breach of MDP's or any of its Affiliates' confidentiality obligations) in connection with fundraising, marketing, informational or reporting activities to current and potential equityholders or investors and (ii) to the extent MDP or any Affiliate or Representative thereof is contacted by the press or any publication, it or they shall be permitted to confirm or correct its invested capital and internal rate of return on invested capital with respect to the Transactions (and for the avoidance of doubt, provide financial return and other financial performance or statistical information publicly available or derived from publicly available information, in each case other than information disclosed as a result of a breach of MDP's or any of its Affiliates' confidentiality obligations); and provided further that the foregoing shall not limit the ability of Purchaser and its Affiliates to conduct customary investor and analyst calls concerning the Transactions, to make internal announcements to their employees, and to make disclosures to potential sources of financing for the Transactions and credit rating agencies, so long as the case statements contained therein are not inconsistent in any material respect with the prior public disclosures regarding the transactions contemplated hereby provided further that the foregoing shall not limit the ability of the Company to make internal announcements to its employees, so long as the statements contained therein are not inconsistent in any material respect with the prior public disclosures regarding the Transactions. The Parties acknowledge and agree that Purchaser (or any Affiliate thereof) may befile this Agreement, including a summary thereof, with the U.S. Securities and Exchange Commission.

Appears in 1 contract

Samples: Securities Purchase Agreement (Stryker Corp)

Public Announcements. The public disclosure parties agree that Parent shall be entitled to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial issue a press release to be issued (the “Press Release”) and one or more Form 8-Ks with respect to the Contemplated Transactions, the description announcement of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, this Agreement and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding transactions contemplated hereby (the Contemplated Transactions, will be made only as agreed by LM and GE, except as “Announcements”); provided that unless required by Applicable LawLaw or stock exchange requirements, in no event shall such Announcements disclose the shareholders of Seller. Each Parent shall prepare the initial draft of GE any such Press Release, provide Seller with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and LM agrees thatcomment thereon, except and consider any such comments of Seller in good faith and use reasonable efforts to resolve any disagreements with Seller on the contents of such Press Release before it is issued. Other than as required by Applicable Lawprovided in the preceding sentence with respect to the Announcements, neither it nor the parties agree to consult with each other before issuing any of its Affiliates will issue any other press release or make making any public statement with respect to the Transaction Documents this Agreement or the Contemplated Transactions transactions contemplated hereby and, except for any press releases and public statements the making of which may be required by Applicable Law or any listing requirement of any national securities exchange, Parent and Buyer shall not issue any such press release or make any such public statement without the prior consent of the other, Seller (which consent will shall not be unreasonably withheld or delayed), except that Seller shall not issue any such press release or make any such public statement without the prior consent of Parent, and no such consent shall be required to the extent that such press release or public announcement shall disclose the shareholders of Seller unless required by Applicable Law or stock exchange requirements; provided, however, that if disclosure is required by Applicable Law, Parent, Buyer and Seller shall, to the extent reasonably possible, provide the other parties with prompt notice of such requirements prior to making any disclosure so that such other parties may seek an appropriative protective order; provided, further, that after the transactions contemplated hereby have been announced, Parent shall be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement that, in each case, is consistent with any public statement previously issued or made by Parent in accordance with the public disclosure heretofore agreed. To the extent provisions of this ‎Section 6.02 or that LM receives comments relating are required to be disclosed pursuant to the Contemplated Transactions from 1933 Act, the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition 1934 Act or the requirements of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may benational securities exchange.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ultra Clean Holdings Inc)

Public Announcements. The Neither F-star, on the one hand, or Gamma and its Affiliates on the other, shall issue any public announcement, press release, or other public disclosure to be made by regarding this Agreement or its subject matter without the other’s prior written consent regarding the timing and content, except for any such disclosure that is, in the opinion of the parties accompanying disclosing entity’s counsel, required by Applicable Law or the announcement rules of a stock exchange on which the securities of the Contemplated Transactionsdisclosing entity are listed (or to which an application for listing has been submitted). Prior to the expiration of the Buy-out Option Period, includingany such public announcement, among press release, or other thingspublic disclosure regarding this Agreement shall also require Denali’s prior written consent, and after expiration of the initial Buy-out Option Period if Denali has not exercised the Buy-out Option, then any such public announcement, press release release, or other public disclosure regarding this Agreement shall require Denali’s prior written consent if the subject matter is regarding the Denali License Agreement. In the event an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to be issued which an application for listing has been submitted) to make such a public disclosure, such entity shall submit the proposed disclosure in writing to Gamma or F-star as far in advance as reasonably practicable (and in no event less than seven (7) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, Gamma, its sublicensees and its and their respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect to the Contemplated Transactionsregulatory matters) regarding mAb2 and Licensed Products; provided, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant that such disclosure is subject to the HSR Act, the description provisions of the Contemplated Transactions for purposes of any filings ARTICLE 7 with respect to be made F-star’s Confidential Information and Section 7.4. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to Commission. [***] indicates that text has been omitted and is the LM Common Stock, subject of a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written confidential treatment request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.

Appears in 1 contract

Samples: License Agreement (Spring Bank Pharmaceuticals, Inc.)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release relating to this Agreement shall be a joint press release the text of which has been agreed to by each of Pace and the Company (such agreement not to be issued with respect unreasonably withheld, conditioned or delayed by Pace or the Company) prior to the Contemplated Transactionsexecution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement, unless otherwise agreed by the description parties. After the execution of the Contemplated Transactions for purposes of the notification and this Agreement, Pace shall file a current report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a on Form 8-K relating (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, applicable securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Pace shall consider such comments in good faith. The Company, on the one hand, and Pace, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Pace, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Contemplated Transactions Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be filed by LMreleased. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), together Pace shall file a current report on Form 8-K (the “Closing Filing”) with the initial press release, Closing Press Release and a description of the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except Closing as required by Applicable Lawapplicable securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Pace shall consider such comments in good faith. Each In connection with the preparation of GE each of the Signing Press Release, the Signing Filing, the Closing Press Release and LM agrees thatthe Closing Filing, except each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as required may be reasonably necessary for such press release or filing. Between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article XI) unless otherwise prohibited by Applicable Lawapplicable Law or the requirements of the Designated Exchange, neither it nor each of Pace and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any public statements (including through social media platforms) with respect to this Agreement or any of its Affiliates will the Transactions, and shall not issue any other such press release or make any such public statement with respect to the Transaction Documents or the Contemplated Transactions (including through social media platforms) without the prior written consent of the other, which consent will not be unreasonably withheld or delayed, other party except that no such consent shall be required to the extent required by applicable Law or stock exchange rules. Furthermore, nothing contained in this Section 9.08 shall prevent Pace or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that such press release or public statement is substantively consistent with public statements previously consented to by the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM other party in connection accordance with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be9.08.

Appears in 1 contract

Samples: Business Combination Agreement (TPG Pace Solutions Corp.)

Public Announcements. The Upon execution of this Agreement, no party shall make, or allow any Affiliate, agent, or representative thereof to make, any public disclosure announcements regarding this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, including, without limitation, any announcement to the financial community or to any Governmental Authorities, Employees, customers, suppliers, or the general public, without the prior written approval of the other party as to the content, timing, and manner of presentation or publication thereof, which approval shall not be unreasonably withheld; provided, however, that each party may make such announcements and such other disclosures as such party shall determine are required to be made by any applicable Law. The parties acknowledge that an Affiliate of Buyer is subject to the reporting requirements of the parties accompanying Securities Exchange Act of 1934, as amended, under an indenture relating to outstanding debt securities. The Parties acknowledge that (i) an Affiliate of Buyer may be required to disclose the announcement existence and terms of this Agreement and the Contemplated Transactions, including, among other things, transactions contemplated hereby and information regarding the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made Business in reports that such Affiliate files with the Securities and Exchange Commission (including, without limitation, "SEC") in order to comply with its obligations under an amendment to GE's Schedule 13D indenture relating to the LM Common Stockoutstanding debt securities, (ii) Buyer and its Affiliates will issue a press release and file a current report on Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseSEC in forms that have been reviewed by Sellers to announce the execution and delivery of this Agreement, (iii) Buyer and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other a press release or make any public statement and file a current report on Form 8-K with respect the SEC to announce the Transaction Documents or the Contemplated Transactions without the prior consent closing of the othertransactions contemplated by this Agreement, which consent will not (iv) Buyer and its Affiliates are required to provide Pizza Hut, Inc., Yum! Brands, Inc. and Wendy's with copies of all such reports for review prior to filing, (v) Buyer may cause memoranda of leases and subleases covering the Owned Real Property and Leased Real Property to be unreasonably withheld recorded in the local county or delayedapplicable authority's recording or real estate recording office where each such property is located, except that no such consent shall and (vi) Buyer may be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating make disclosures to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may befinancing sources.

Appears in 1 contract

Samples: Asset Purchase Agreement (NPC Restaurant Holdings, LLC)

Public Announcements. The No public announcements or other publicity (including any communication to employees, customers or suppliers of the Company or any of the Company’s Subsidiaries) regarding the transactions referred to herein shall be made by the Purchaser, the Sellers, the Company or any of the Company’s Subsidiaries at any time prior to the Closing without the prior written consent of the other parties (which consent shall not be unreasonably withheld, conditioned or delayed) as to form, content, timing and manner of distribution or publication, except (i) that any party may make any public disclosure to be made the extent it believes in good faith that it is required by applicable Law or any listing or trading agreement or the rules and regulations of any securities exchange or automated securities quotation system concerning its publicly-traded securities (in which case the disclosing Party will, to the extent permitted by applicable Law, any such listing or trading agreement, rules or regulations, use its commercially reasonable efforts to advise the other Party prior to making the disclosure, deliver a copy of such proposed disclosure to the other party (and accept any reasonable comments provided by such other party) and use commercially reasonable efforts to seek confidential treatment of such disclosure), and (ii) each party may disclose to its current and prospective banks, shareholders, partners, investors and advisors the name of the parties accompanying other party, the announcement date of the Contemplated Transactions, including, among other thingstransaction, the initial price and the key terms under this Agreement. If the Purchaser is required by applicable Law or any listing or trading agreement or the rules and regulations of any securities exchange to file a copy of the Disclosure Schedules or other schedules on XXXXX or in any other manner in which it could be access by the public, the Purchaser shall redact all personal information and commercially sensitive information of the Company and the Company’s Subsidiaries after consulting in good faith with the Sellers. The parties shall also obtain the other parties’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of any press release to be issued with respect to immediately following (i) the Contemplated Transactions, execution of this Agreement and (ii) the description Closing announcing the consummation of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed transactions contemplated by LM, together with the initial press release, this Agreement and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beDocuments.

Appears in 1 contract

Samples: Stock Purchase Agreement (TreeHouse Foods, Inc.)

Public Announcements. The Company shall provide the form of any public disclosure (which shall include any disclosure via Intralinks) relating to be made this Agreement, or, to the extent it contains any direct or indirect reference to any Specified Holder, the Class A Transaction Agreement, the Class C Transaction Agreement and the transactions contemplated by any of the parties accompanying foregoing to each Specified Holder a reasonable period of time prior to the announcement issuance of such public disclosure, and each Specified Holder shall have the Contemplated Transactions, including, among other things, right to consent to any such reference in any such disclosure to such Specified Holder (provided that the initial press release provided to the Specified Holders and to be issued with respect on the date hereof is hereby approved by each Specified Holder); provided that the foregoing consent right shall not apply to the Contemplated Transactions, the description disclosure of the Contemplated Transactions for purposes entirety of this Agreement or the notification and report form terms thereof to Class B Holders. Except as otherwise required by applicable law (including, without limitation, any disclosure contained in a registration statement on Form S-1, as such Form S-1 may be amended, filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission in connection with an Initial Public Offering), each Specified Holder and the Company agree that neither of them will make, issue or release any public disclosure or statement (which shall include any disclosure via Intralinks) regarding this Agreement or the transactions contemplated hereby that are inconsistent with or contain nonpublic information in addition to that contained in public disclosure made pursuant to the first sentence of this paragraph 14 without first consulting with and obtaining the consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned). To the extent disclosure is required by applicable law, the disclosing party will provide as much advance notice to the other party of such proposed disclosure (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, timing and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grummancontent) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may bereasonably practicable.

Appears in 1 contract

Samples: Rights Modification Agreement (Delphi Automotive PLC)

Public Announcements. The initial press release regarding the execution of this Agreement shall be a joint press release and thereafter, the Company and Parent shall consult with each other before issuing any press release or otherwise making any public disclosure statements with respect to be made by this Agreement or any of the parties accompanying transactions contemplated by the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification Transaction Documents and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will shall not issue any other such press release or make any such public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior written consent of the otherother party; provided, which however, that a party may, without the prior written consent will not be unreasonably withheld of the other party, issue such press release or delayed, except that no make such consent shall public statement as may be required by Law or Order or the applicable rules of Nasdaq if it has used its commercially reasonable efforts to consult with the other party and to obtain such party’s consent but has been unable to do so prior to the extent that time such press release or public statement is consistent so required to be issued or made. In addition, the Company and Parent shall develop a joint communications strategy and each party shall ensure that, during the period between the date of this Agreement and the earlier of the Acceptance Time and the termination of this Agreement in accordance with Section 8.1, all press releases and other public statements and communications (including any communications that would require a filing under Rules 14d-2 or 14d-9 of the public disclosure heretofore agreed. To Exchange Act), with analysts, members of the extent that LM receives comments relating financial community or otherwise, with respect to the Contemplated Transactions from Offer, the Securities and Exchange Commission on its Merger, the other transactions contemplated by this Agreement shall be consistent in all material respects with such joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosurecommunications strategy. Notwithstanding the foregoing, no provision (A) the Company shall not be required to consult with Parent or Merger Sub prior to issuing any press release or making any public statement relating to any Acquisition Proposal or in connection with or following a Company Adverse Recommendation Change and (B) Parent and Merger Sub may make public statements relating to any Acquisition Proposal that has been made public or in response to public statements of this Section 7.03 shall relieve any party from its obligations under Section 4.02 Person recommending or encouraging stockholders of the Contribution Agreement or Section 6.01 Company not to tender their shares of this Agreement, as Company Common Stock into the case may beOffer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cobra Electronics Corp)

Public Announcements. The Seller and Buyer agree that no public disclosure to release or announcement concerning the transactions contemplated hereby shall be issued or made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes or on behalf of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions Party without the prior consent of the other, which consent will not be unreasonably withheld or delayedother Party, except that no such consent shall be required (i) Seller and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations and (ii) each of Seller and Buyer may make announcements as they may reasonably determine is necessary or reasonably advisable to comply with applicable Law or the extent that such press release or public statement is consistent requirements of any listing agreement with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosurenational securities exchange. Notwithstanding the foregoing, no provision Buyer and Seller shall cooperate to prepare a joint press release to be issued on or promptly (and in any event within one (1) Business Day) after the date of this Agreement and a joint press release to be issued on the Closing Date. Seller and Buyer agree to keep the terms of this Agreement confidential, except to the extent and to the Persons to whom disclosure is required or reasonably advisable under applicable Law or for purposes of compliance with SEC, financial or Tax reporting obligations; provided that, the Parties may disclose this Agreement or its terms (x) to their respective employees, accountants, advisors and other Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to, or are bound by contractual, professional or fiduciary obligations to, keep the terms of this Agreement confidential and so long as each Party shall be responsible to the other Parties hereto for breach of this Section 7.03 5.15 or such confidentiality obligations by the recipients of its disclosure), (y) to any purchaser or prospective purchaser or financing source or underwriter of such Party (and such purchasers’, financing sources’ and underwriters’ respective legal counsel) in connection with such Person’s due diligence of such Party, including any disclosure required under the Credit Facility or (z) as contemplated by Section 5.22. For the avoidance of doubt, disclosures relating to the Parties’ efforts to obtain approval or early termination under the HSR Act and to make any related filings shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of not be deemed to violate this Agreement, as the case may be.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harsco Corp)

Public Announcements. The public disclosure to be made by any Within 24 hours after the execution of the parties accompanying Agreement, Buyer will issue a press release regarding the announcement of Agreement and Contemplated Transactions in a form mutually agreed to between the Contemplated Transactions, including, among other thingsCompany, the initial press release to be issued with respect to Sellers’ Representative and Buyer. Without the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld withheld, delayed or delayedconditioned, none of Sellers’ Representative, Sellers, nor any of its controlled affiliates, the Company, Buyer nor MergerSub will issue or make prior to the Closing any public release or announcement with respect to this Agreement or the Contemplated Transactions, except that no as such consent shall release or announcement may be required by Applicable Law or the rules or regulations of any applicable national securities exchange to which the relevant party is subject (including filings pursuant to Section 7.01), in which case the party required to make the release or announcement shall use its reasonable best efforts to afford, for a reasonable period prior to the extent making of such disclosure, a reasonable opportunity to review and comment upon the intended form and substance of such disclosure. Notwithstanding the foregoing provisions of this Section 7.02, (i) Sellers, Sellers’ Representative, the Company and Buyer may make public releases or announcements concerning this Agreement or the Contemplated Transactions that such press release or public statement contain only information that is consistent not materially inconsistent with the public disclosure heretofore agreed. To the extent information that LM receives comments relating has been previously disclosed in compliance with this Section 7.02, (ii) Buyer may file a Current Report on Form 8-K with respect to the Contemplated Transactions from and Buyer and the Securities Company may make communications to its respective employees and Exchange Commission on its joint proxy statement and registration statement on Form S-4 may make public statements in response to be filed specific questions by LM the press, analysts, investors or those attending industry conferences or financial analyst conference calls, in connection all cases so long as any such disclosure is not materially inconsistent with its acquisition previous disclosure made in compliance with this Section 7.02. No public disclosure of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to the identities of the Sellers will be made concerning by the Contemplated Transactions within one Business Day following GE's receipt Company or Buyer or any of LM's written requesttheir respective Subsidiaries prior to, which shall include a copy at or after the Closing, without the consent of the Sellers’ Representative, except to the extent required by Applicable Law or the rules or regulations of any applicable national securities exchange to which the relevant comments party is subject; provided, however, the party required to make any such disclosure will have afforded the Sellers’ Representative, for a reasonable period prior to the making of such disclosure, a reasonable opportunity to review and comment upon the proposed intended form and substance of such disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Greif Inc)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release relating to this Agreement shall be issued a joint press release, and thereafter Contributor and Company will consult with each other, and provide each other the opportunity to review and comment upon, any press release or otherwise making any public statements (including disclosure under the Securities Act or Exchange Act) with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Lawor this Agreement. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates No Party will issue any other press release or make any such public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the otherother Party, which consent will not be unreasonably withheld withheld, conditioned or delayed; provided, except however, that no such consent shall be required to (A) on the extent that such advice of outside legal counsel, Company may issue a press release or public statement is consistent without the consent of Contributor if required by Legal Requirements and (B) any press release or public statement to be issued without the consent of Contributor pursuant to clause (A) shall be subject to reasonable prior notice to and review of Contributor and Company shall consider any and all reasonable comments of Contributor thereon in good faith, it being understood and agreed that if Company has provided Contributor with reasonable opportunity to review and comment on any such disclosure or filing pursuant to this Section 5.7 and Contributor has not consented to or provided comments to Company on such disclosure or filing prior to the applicable deadline for making such disclosure or filing pursuant to applicable Legal Requirements, the foregoing shall not obligate the Company to delay the filing of any press release, public announcement or document required to be filed pursuant to applicable Legal Requirements beyond such deadline. With respect to any communications to be delivered orally, including by conference call or webcast, this Section 5.7 shall be deemed satisfied if, to the extent practicable, the disclosing party gives advance notice of such disclosure to the other party, including copies of any talking points, scripts or similar documents, and consults with the public disclosure heretofore agreed. To other party and considers in good faith any comments provided by such other party with respect thereto; provided further that the prior agreement of the other party shall be required with respect to such disclosures to the extent that LM receives comments relating the non-disclosing party reasonably determines that any such disclosure would be materially adverse to the Contemplated Transactions from non-disclosing party and it is reasonably practicable for the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 disclosing party to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beseek such prior consent.

Appears in 1 contract

Samples: Exchange Agreement (Skyline Corp)

Public Announcements. The public disclosure to be made by No Party shall issue any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued or otherwise make written public statements with respect to the Contemplated Transactions, Arrangement or this Agreement without the description consent of the Contemplated Transactions for purposes of the notification and report form to other Party (which consent shall not be filed pursuant unreasonably withheld, conditioned or delayed). The Company shall not make any filing with any Governmental Authority with respect to the HSR Act, Arrangement or the description of the Contemplated Transactions for purposes of any filings to be made transactions contemplated hereby without prior consultation with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releasePurchaser, and the initial joint proxy statement Purchaser shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Company, provided, however, that the foregoing shall be subject to each Party's overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and registration statement the Party making the disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity for the other Party to review or comment on Form S-4 the disclosure or filing (other than with respect to be filed confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by LM in connection with the other Party or its acquisition counsel, and if such prior notice is not possible, to give notice immediately following the making of Northrop Grumman) any such disclosure or filing, and certain public statements to be made regarding the Contemplated Transactionsprovided further, will be made only as agreed by LM and GEhowever, except as required by Applicable Law. Each of GE and LM agrees that, except as otherwise required by Applicable LawSection 5.1, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect (i) the Company shall have no obligation to obtain the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent consult with the Purchaser prior to any press release, public statement, disclosure heretofore agreed. To or filing by the extent that LM receives comments relating Company with regard to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM an Acquisition Proposal, a Change of Recommendation or in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning dispute between the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of Parties regarding this Agreement, as the case may beArrangement and the transactions contemplated hereby and (ii) the Purchaser shall have no obligation to obtain the consent of or consult with the Company prior to any press release, public statement, disclosure or filing by the Purchaser with regard to a Purchaser Change of Recommendation or in connection with any dispute between the Parties regarding this Agreement, the Arrangement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Arrangement Agreement (Kirkland Lake Gold Ltd.)

Public Announcements. The public disclosure initial press release with respect to the execution of this Agreement shall be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial a joint press release to be reasonably agreed upon by Xxxxx and HDW. Thereafter, neither Latch nor HDW shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents this Agreement or the Contemplated Transactions transactions contemplated hereby without the prior consent of the other, each other party (which consent will shall not be unreasonably withheld withheld, conditioned or delayed), except that no such consent shall as may be required by Law or by any applicable listing agreement with the Nasdaq or other relevant securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the extent that publication of such press release or other public statement is announcement without prior consultation with each other party); provided, however, that each party and their respective controlled affiliates may make statements that are consistent with the statements made in previous press releases, public disclosure heretofore agreeddisclosures or public statements made by Latch or HDW in compliance with this Section 5.4. To the extent that LM receives comments relating Notwithstanding anything to the Contemplated Transactions from contrary in this Section 5.4, HDW shall be permitted to make statements or communications (a) to the Securities HDW Stockholders, members of the board of directors of HDW, or advisors, in each case, with a need to know the information contained in such statements or communications without the consent of Latch provided that HDW informs the recipient of the confidential nature of such disclosure and Exchange Commission on its joint proxy statement the recipient is bound by a contractual, legal or fiduciary obligation of confidentiality to HDW, (b) to counterparties to contracts, customers and registration statement on Form S-4 suppliers of HDW, in each case, with a need to be filed know the information contained in such statements or communications after reasonable consultation with Latch and with the consent of Latch provided that HDW informs the recipient of the confidential nature of such disclosure and the recipient is bound by LM a contractual, legal or fiduciary obligation of confidentiality to HDW, or (c) as reasonably necessary to enforce or defend any claim under this Agreement or in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may betransactions hereby contemplated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Latch, Inc.)

Public Announcements. The Any public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued or similar publicity with respect to this Agreement or the Contemplated Transactionstransactions contemplated by this Agreement will be issued at such time and in such manner as the Purchaser and the Seller Representative may mutually agree unless such ​ 44 ​ ​ announcement is required by applicable Law or the rules and regulation of any securities Laws or regulations or the rules of any securities exchange, in which case, to the extent legally permissible, the description Purchaser shall give the Seller Representative prior notice including providing the Seller Representative with a copy of the Contemplated Transactions for purposes proposed disclosure in advance and shall insofar as may be reasonably practicable and legally permissible reflect on such disclosure all reasonable comments of Seller Representative. The Purchaser and the Seller Representative will mutually agree with each other concerning the means by which the employees, customers, suppliers and others having dealings with the Company will be informed of the notification transactions contemplated by this Agreement, and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the otherSeller Representative, which consent will shall not be unreasonably withheld or delayed, except that no the Purchaser has the right to be present for any such communication. Notwithstanding anything to the contrary in this Agreement, the Purchaser may, without the prior written consent shall be of the Sellers or the Company, disclose any information which the Purchaser is required to disclose under applicable securities Laws or stock exchange rules; provided, however, to the extent that such press release or public statement is consistent legally permissible, the Purchaser shall give the Seller Representative prior notice including providing the Seller Representative with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant proposed disclosure in advance and shall insofar as may be reasonably practicable and legally permissible reflect on such disclosure all reasonable comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may beSeller Representative.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Ritchie Bros Auctioneers Inc)

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release relating to this Agreement shall be issued with respect a joint press release the text of which has been agreed to by each of Good Works and the Company prior to the Contemplated Transactionsexecution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. After the execution of this Agreement, the description of the Contemplated Transactions for purposes of the notification and Good Works shall file a current report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a on Form 8-K relating (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, applicable securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Good Works shall consider such comments in good faith. The Company, on the one hand, and Good Works, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Good Works, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Contemplated Transactions Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be filed by LMreleased. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), together Good Works shall file a current report on Form 8-K (the “Closing Filing”) with the initial press release, Closing Press Release and a description of the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except Closing as required by Applicable Lawapplicable securities Laws. Each In connection with the preparation of GE each of the Signing Press Release, the Signing Filing, the Closing Press Release and LM agrees thatthe Closing Filing, except each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as required may be reasonably necessary for such press release or filing. Between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article X) unless otherwise prohibited by Applicable Lawapplicable Law or the requirements of the Nasdaq Stock Market, neither it nor each of Good Works and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any public statements (including through social media platforms) with respect to this Agreement or any of its Affiliates will the Transactions, and shall not issue any other such press release or make any such public statement with respect to the Transaction Documents or the Contemplated Transactions (including through social media platforms) without the prior written consent of the other, which consent will not be unreasonably withheld or delayed, other party except that no such consent shall be required to the extent required by applicable Law or stock exchange rules. Furthermore, nothing contained in this Section 8.09 shall prevent Good Works or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that such press release or public statement is substantively consistent with public statements previously consented to by the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM other party in connection accordance with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be8.09.

Appears in 1 contract

Samples: Registration Rights Agreement (Good Works II Acquisition Corp.)

Public Announcements. The Parties have agreed upon the content of a joint press release, which shall be issued substantially in the form(s) attached hereto as Schedule 10.5, the release of which the Parties shall coordinate in order to accomplish such release promptly following the Effective Date. Neither Party shall issue any other public announcement, press release or other public disclosure to be made by regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, consistent with the advice of the parties accompanying disclosing Party’s counsel, required by Applicable Law or the announcement rules of a stock exchange on which the securities of the Contemplated Transactionsdisclosing Party are listed (or to which an application for listing has been submitted). In the event a Party is, includingconsistent with the advice of its counsel, among required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other thingsParty as far in advance as reasonably practicable (and in no event less than [**] prior to the anticipated date of disclosure unless a shorter timeframe is required by Applicable Law or the circumstances) so as to provide a reasonable opportunity to comment thereon; provided that if such required disclosure includes a disclosure of this Agreement, then the initial press release disclosing Party shall also submit a redacted form of this Agreement to be issued the other Party and shall submit a confidential treatment request (or equivalent protection in a country other than the U.S.) in connection with such disclosure. The disclosing Party shall incorporate any reasonable comments received from the other Party with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision from and after the Continuation Date, Gilead and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the IL-12 Molecules and IL-12 Products; provided that such disclosure is subject to the other provisions of this Section 7.03 Article 10 with respect to Xxxxx’s Confidential Information. Neither Party shall relieve any party from its obligations under Section 4.02 be required to seek the permission of the Contribution other Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 6.01 10.5, provided that such information remains current and accurate as of this Agreement, as such time and provided the case may befrequency and form of such disclosure are reasonable.

Appears in 1 contract

Samples: License Agreement (Xilio Therapeutics, Inc.)

Public Announcements. The Prior to the Closing, no public disclosure to announcement regarding this Agreement or the pendency of the transaction contemplated hereby shall be made by Seller, Buyer or any of their respective Affiliates. Notwithstanding the parties accompanying forgoing, Buyer acknowledges and agrees that Seller is permitted to disclose the existence of this Agreement, the pendency of the transactions contemplated hereby and the financial terms of the transactions contemplated hereby in tronc, Inc.’s Form 10-K for the year ended December 31, 2017, provided however, such disclosure shall not include the disclosure of Buyer’s identity. Following the Closing, Buyer will be entitled to make a public announcement of the Contemplated Transactions, completion of the transactions contemplated hereby including, among other thingsif Buyer chooses to do so, the initial press release to be issued financial terms of the transactions contemplated hereby and Buyer may freely disclose information with respect to the Contemplated Transactions, the description nature and future prospects of the Contemplated Transactions for purposes Business at such time(s) and in such manner, as Buyer or its Affiliates shall determine in their sole and absolute discretion; provided, however, that Buyer shall not disclose the historical operations of the notification and report form to Business without the prior written consent of Seller (which shall not be filed pursuant to unreasonably withheld). Following the HSR ActClosing, Buyer acknowledges that tronc, Inc. will disclose the description completion of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, transactions contemplated hereby on a Form 8-K relating to the Contemplated Transactions to which will be filed by LM, together with the initial press release, SEC and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of this Agreement as an exhibit thereto and contain certain pro forma or other financial information (including applicable pro forma adjustments) related to the relevant comments Business (as required by applicable SEC rules and regulations); provided, however, that Seller will afford Buyer a reasonable opportunity to comment on such Form 8-K in advance of its actual filing with the SEC provided that the final form and content of such Form 8-K shall be as finally determined by Seller and tronc, Inc. (in their sole and absolute discretion). Following the Closing, except as provided above, Seller will make no other public announcement or disclosure regarding this Agreement or the transactions contemplated hereby except as (a) required to do so by applicable Law and the proposed disclosurerules and regulations of NASDAQ stock market, (b) in connection with customary investor and analyst calls where questions or 33 inquiries concerning the transactions contemplated hereby are raised by such investors or analysts, (c) with respect to internal announcements to Seller’s or Seller’s Affiliate’s employees, and (d) with respect to disclosures made by Seller and Seller’s Affiliates to potential sources of financing (including the current lenders of Seller and Seller’s Affiliates) and applicable credit rating agencies. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.5.7

Appears in 1 contract

Samples: Iv Asset Purchase Agreement

Public Announcements. The public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial press release to be issued Except with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form any announcements related to be filed developments pursuant to the HSR ActSection 9 (Termination), the description of the Contemplated Transactions for purposes of any filings to be made CH2M HILL, Sellers and VECO will consult with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releaseeach other before issuing, and provide each other the initial joint proxy statement opportunity to review and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactionsmake reasonable comment upon, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make making of any public statement with respect to the Transaction Documents this Agreement or the Contemplated Transactions without the and, except as may be required by applicable Legal Requirements in circumstances where such prior consent of the otherconsultation is not possible or practicable, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that issue any such press release or make any such public statement is consistent prior to such consultation. Unless consented to by CH2M HILL in advance or required by Legal Requirements (in the case of disclosure by Sellers, VECO or its Subsidiaries) or unless consented to in advance by VECO or required by Legal Requirements (in the case of disclosure by CH2M HILL), prior to the Closing Sellers and VECO shall, and VECO shall cause each of its Subsidiaries to, and CH2M HILL shall, and shall cause each of its Subsidiaries to, keep this Agreement strictly confidential and may not make any disclosure of this Agreement to any Person, provided that the foregoing shall not prevent disclosure as necessary to secure Consents contemplated by this Agreement or disclosure to a Person’s legal, financial or accounting advisers or to such Person’s Affiliates or Related Persons. Sellers and CH2M HILL will consult with each other concerning the means by which the Subsidiaries’ employees, customers, and suppliers and others having dealings with the public disclosure heretofore agreed. To Subsidiaries will be informed of the extent that LM receives comments relating to Transaction, and CH2M HILL will have the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 right to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to present for any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosuresuch communication. Notwithstanding the foregoing, no provision each of CH2M HILL, Sellers and VECO acknowledges and agrees that certain Acquired Companies and/or CH2M HILL may be required to disclose pursuant to Legal Requirements certain information regarding the Transactions contemplated in this Section 7.03 shall relieve any party from its obligations under Section 4.02 Agreement, as well as some or all of the Contribution Agreement or Section 6.01 terms of this Agreement, as to the case may belabor organizations representing their respective employees in the course of any good-faith bargaining regarding the effects of the Transactions contemplated in this Agreement on said employees. The Parties expressly agree that any such disclosures by the labor organizations in connection with the labor organizations’ representation of the Acquired Companies’ employees shall not violate the Sellers’ or VECO’s obligations under Section 12.2 (Public Announcements) or 12.3 (Confidentiality) of this Agreement, or VECO’s obligations under the Confidentiality Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ch2m Hill Companies LTD)

Public Announcements. The public Subject to disclosure --------------------- obligations required by law or advised by their counsel to be made required by law, neither Sellers nor any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial their Affiliates shall issue any press release to be issued or otherwise make public any information with respect to this Contract or the Contemplated Transactionstransactions contemplated hereby prior to the Closing Date without the prior written consent of Buyer. Subject to disclosure obligations required pursuant to securities laws or stock exchange rules or regulations, the description of the Contemplated Transactions for purposes of the notification and report form or otherwise required by law or advised by its counsel to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Lawlaw, neither it Buyer nor any of its Affiliates will shall issue any other press release or otherwise make public any public statement information with respect to the Transaction Documents this Contract or the Contemplated Transactions transactions contemplated hereby prior to the expiration of the Review Period without the prior written consent of the otherSellers. If a party is required or permitted to issue a press release or other public announcement pursuant to the foregoing, which consent will not it shall advise the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be unreasonably withheld issued; provided, however, that -------- ------- with respect to any press release or delayedother public disclosure, Sellers must approve those aspects relating to a description of Sellers or their Affiliates. Until such time as a press release has been issued by Buyer, neither Sellers nor Buyer shall discuss or disclose the existence of this transaction, the terms of this Contract or the identity of the parties hereto with any other Person, except that no such consent shall be for those employees, prospective lenders, advisors, attorneys, consultants and other professionals required to implement the terms of this Contract or to assist in Buyer's due diligence and who have agreed to maintain the confidentiality of the transaction and the information they receive, and except to the extent that such press release required by law or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 advised by counsel to be filed required by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may belaw.

Appears in 1 contract

Samples: Contract for Purchase and Sale of Hotels (American General Hospitality Corp)

Public Announcements. The press release and other written communications initially announcing the Contemplated Transactions shall be in a form agreed by the Company and Purchaser prior to the Agreement Date (the “Announcement Communications”) and shall be issued by Purchaser promptly following the execution and delivery of this Agreement. Other than to the extent expressly contemplated by the immediately preceding sentence or elsewhere in this Agreement, (a) from and after the Agreement Date, neither the Company, the Sellers nor any of their respective Representative shall issue or make any press release or public disclosure statement regarding (or otherwise disclose to be made by any Person the existence or terms of) this Agreement, the other Transaction Documents or any of the parties accompanying Contemplated Transactions without the prior written consent of Purchaser; provided that the restrictions in this clause (a) shall not apply to (i) the disclosure of the existence or terms of this Agreement to the extent contained in any filing of this Agreement with the SEC, or (ii) publication of general information regarding the Contemplated Transactions on the Company’s website and social media channels in a manner consistent with and that do not contradict the Announcement Communications; and (b) after the issuance of the Announcement Communications through the end of the Pre-Closing Period, Purchaser shall consult with the Company prior to issuing or making, and shall consider in good faith the view of the Company with respect to, any press release or public statement regarding this Agreement, the other Transaction Documents or any of the Contemplated Transactions; provided that, in the case of clause (b), no such consultation shall be required for (i) any public statement required by applicable Legal Requirements or (ii) any interviews, press appearances or other unwritten public statements made by or on behalf of Purchaser following the issuance of the Announcement Communications that are consistent with and do not contradict the Announcement Communications. Notwithstanding the foregoing, following Closing, the Sellers’ Representative shall be permitted to: (A) after the public announcement of the Contemplated Transactions, including, among other things, announce that it has been engaged to serve as the initial press release to be issued with respect to the Contemplated Transactions, the description Sellers’ Representative in connection herewith as long as such announcement does not disclose any of the Contemplated Transactions for purposes of the notification other terms hereof and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop GrummanB) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except disclose information as required by Applicable Law. Each Legal Requirement or to advisors and Representatives of GE the Sellers’ Representative and LM agrees thatthe Advisory Group and its respective Representatives, except as required by Applicable Lawand to the Indemnitors, neither it nor any of its Affiliates will issue any other press release or make any public statement in each case who have a reasonable need to know such information, provided that such persons are subject to confidentiality obligations with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosurethereto. Notwithstanding the foregoing, no provision of this (1) following the Closing, a Seller shall be permitted to disclose information regarding the Contemplated Transactions consistent with the information that Purchaser had previously made public, (2) subject to Section 7.03 6.16, a Seller shall relieve any party from be permitted to disclose to its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.limited partners or

Appears in 1 contract

Samples: Version Share Purchase Agreement (Tenable Holdings, Inc.)

Public Announcements. The public disclosure initial press release with respect to the execution of this Agreement shall be made by any of the parties accompanying the announcement of the Contemplated Transactions, including, among other things, the initial a joint press release to be issued reasonably agreed upon by Parent and the Company. Following such initial press release, Parent and the Company shall consult and cooperate with each other as to the timing and contents, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will shall not issue any other such press release or make any such public statement with respect prior to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayedsuch consultation, except that no as such consent shall party may reasonably conclude may be required by applicable Laws, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice and consultation as is feasible); provided, however, that the extent that such press restrictions set forth in this Section 5.4 shall not apply to any release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 (a) made or proposed to be filed made by LM the Company in connection with its acquisition a Takeover Proposal, a Superior Proposal or a Company Adverse Recommendation Change or any action taken pursuant thereto, in each case, in accordance with Section 5.2, or (b) in connection with any dispute between the parties regarding this Agreement or the Transactions; provided, further, that the foregoing shall not limit the ability of Northrop Grummanany party hereto to make internal announcements to their respective employees and other stockholders or, GE agrees in the case of Parent, to respond the limited partners of each of the Sponsors and their respective advisors, as required, that are consistent in all material respects with the prior public disclosures regarding the Transactions and shall not limit the ability of the Company to make regulatory announcements and filings that are required by applicable Law. Nothing in this Agreement shall restrict or prohibit the Company, Parent or Purchaser from making any written request from LM for GE's consent to additional or modified disclosure to be made concerning a Governmental Authority in connection with the Contemplated Transactions within one Business Day following GE's receipt enforcement of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement right or Section 6.01 of remedy relating to this Agreement, as the case may beother agreements contemplated hereby and the Transactions or making any regulatory filing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epiq Systems Inc)

Public Announcements. The Neither F-star, on the one hand, nor Gamma and its Affiliates on the other, shall issue any public announcement, press release, or other public disclosure to be made by regarding this Agreement or its subject matter without the other’s prior written consent regarding the timing and content, except for any such disclosure that is, in the opinion of the parties accompanying disclosing entity’s counsel, required by Applicable Law or the announcement rules of a stock exchange on which the securities of the Contemplated Transactionsdisclosing entity are listed (or to which an application for listing has been submitted). Prior to the expiration of the Buy-out Period, includingany such public announcement, among press release, or other thingspublic disclosure regarding this Agreement shall also require Denali’s prior written consent, and after expiration of the initial Buy-out Period if Denali has not exercised the Buy-out Option, then any such public announcement, press release release, or other public disclosure regarding this Agreement shall require Denali’s prior written consent if the subject matter is regarding the Denali License Agreement. In the event an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to be issued which an application for listing has been submitted) to make such a public disclosure, such entity shall submit the proposed disclosure in writing to Gamma or F-star as far in advance as reasonably practicable (and in no event less than seven (7) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, Gamma, its Sublicensees and its and their respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect to the Contemplated Transactionsregulatory matters) regarding mAb2 and Licensed Products; provided, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant that such disclosure is subject to the HSR Act, the description provisions of the Contemplated Transactions for purposes of any filings ARTICLE 9 with respect to be made F-star’s Confidential Information and Section 9.5. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to Commission. [***] indicates that text has been omitted and is the LM Common Stock, subject of a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written confidential treatment request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or Section 6.01 of this Agreement, as the case may be.

Appears in 1 contract

Samples: License Agreement (Denali Therapeutics Inc.)

Public Announcements. The public disclosure to be made by Without limiting any other provision of the parties accompanying the announcement of the Contemplated Transactionsthis Agreement, including, among Buyer and Seller Parties will consult with each other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press releasebefore issuing, and provide each other the initial joint proxy statement opportunity to review and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactionscomment upon, will be made only as agreed by LM and GE, except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent terms of the other, which consent this Agreement and will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that issue any such press release or make any such public statement prior to such consultation and consent of the other Party. Notwithstanding anything to the contrary in this Agreement, either Party may issue a press release or make a public statement with respect to the terms of this Agreement or the transactions contemplated by this Agreement without the consent of the other Party if and to the extent such disclosure is consistent required by Law or the rules and regulations of any applicable securities exchange; provided, that (i) notice of such requirement is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and (ii) the issuing Party thereafter discloses only the minimum information necessary to comply with the requirement, whether or not a protective order or other similar order is obtained by the other Party. Any press releases prepared by Buyer and related to the Transferred Assets will be provided to Seller Parties at least [***] in advance of publication for Seller Parties’ review and comment (but not approval). No Party shall use the trademark, trade name or logo of the other Party in any publicity, news release or public disclosure heretofore agreed. To the extent that LM receives comments relating to this Agreement or its subject matter without the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any prior express written request from LM for GE's consent to additional or modified disclosure to be made concerning the Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy permission of the relevant comments and the proposed disclosureother Party. Notwithstanding the foregoingabove, no provision each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of such Party and may utilize the Contribution other Party’s name and logo in conjunction with such disclosure. Tarpon – Asset Purchase Agreement or Section 6.01 of this AgreementStrictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, as the case may be.MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 30

Appears in 1 contract

Samples: Asset Purchase Agreement

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