Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance. (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 12 contracts
Sources: Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (Global Blockchain Acquisition Corp.)
Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser and Closing, the Company and SPAC or, after the Closing, the Company; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to allow consult with the other Parties reasonable time Company, if the disclosing party is SPAC, or SPAC, if the disclosing party is any Company Party, to review such announcement or communication and the opportunity to comment onthereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and arrange for any required filing its Representatives shall use commercially reasonable efforts to consult with respect tothe Company and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or announcement other communication previously approved in advance accordance with this Section 5.4 and (iii) subject to the terms of such issuanceSection 5.2, to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the Transactions.
(b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and SPAC prior to the execution 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 (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve SPAC shall consider such comments in good faith. The Company, on the one hand, and SPAC, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor SPAC, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Company shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 6 contracts
Sources: Business Combination Agreement (Leibovitch Yoav), Business Combination Agreement (Valens Semiconductor Ltd.), Business Combination Agreement (PTK Acquisition Corp.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, each of the Purchaser and the Company shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Purchaser and the Company reviewing, commenting upon and approving such each other’s Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 5 contracts
Sources: Agreement and Plan of Merger (MICT, Inc.), Merger Agreement (MICT, Inc.), Merger Agreement (Tingo, Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company Seller (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, each of the Purchaser and the Seller shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Seller shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Purchaser and the Seller reviewing, commenting upon and approving such each other’s Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Tingo, Inc.), Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (MICT, Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions Transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC and the Sellers, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance; provided that nothing shall prevent the Parties from issuing any press releases or making any public announcements about the Transactions containing information that has already been made public by the Parties.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Sellers shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Sellers reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement); provided that SPAC provides the Sellers with a reasonable period of time to complete such review, comment and approval prior thereto. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser SPAC shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Sponsor and the Purchaser Representative Sellers shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions Transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions Transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions Transactions contemplated hereby. Furthermore, nothing contained in this Section 7.14 shall prevent SPAC or the Sellers from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that is substantively consistent with public statements previously consented to by the other Parties in accordance with this Section 7.14.
Appears in 4 contracts
Sources: Business Combination Agreement (Trump Media & Technology Group Corp.), Business Combination Agreement (Yorkville Acquisition Corp.), Business Combination Agreement (Trump Media & Technology Group Corp.)
Public Announcements. (a) The Parties agree that during that, at any time on or after the Interim Period date hereof and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Share Exchange Closing, no public release, filing or announcement concerning this Agreement or the Ancillary other Transaction Documents or the transactions contemplated hereby or thereby shall be issued by any Party party hereto or any of their Representatives or Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Acquiror and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party party hereto shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which shall be subject to the Company shall Company’s review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing Combination (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser PubCo shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities all applicable Laws which the Seller Representative both of Acquiror and the Purchaser Representative Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party party hereto to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party of the Company on one hand, and the Acquiror Parties on the other, shall, upon request by any other Partythe other, furnish the Parties other parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party party hereto to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 4 contracts
Sources: Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD)
Public Announcements. (a) The Parties agree that during the Interim Period no No Party shall issue any press release or otherwise make public release, filing statements or announcement concerning filings with respect to this Agreement or the Ancillary Documents Closing Documents, or the transactions contemplated hereby herein or thereby shall be issued by any Party or any of their Affiliates therein, without the prior written consent of the Purchaser and other Parties (or, in the Company (case of the Purchaser, of the Requisite Vendors, if before the Closing, or the Vendors’ Delegate, if after the Closing) which consent shall not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding the foregoing, except as (i) each Party shall have the right to override such release obligation in order to make any disclosure or announcement may be filing required by under applicable Law Laws or the listing rules or regulations of any securities exchangerecognised stock exchange on which its shares (or the shares of its holding company) are listed or intended to be listed, in which case the applicable Party making any such disclosure shall use commercially reasonable efforts to allow give prior written notice to the other Parties and reasonable time opportunity for the other Parties (for the Vendors, the Requisite Vendors prior to Closing, or after Closing, the Vendors’ Delegate) to review or comment onon the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and arrange for if such prior notice is not possible, to give such notice immediately following the making of any required such disclosure or filing with respect to, such release or and (ii) following the public announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (Agreement, the “Closing Press Release”). Promptly after Vendors’ Delegate and Solomon Partners Securities, LLC shall be permitted to announce that it has been engaged to serve as the issuance Vendors’ Delegate and financial advisor to the Corporation, respectively, in connection herewith as long as such announcement does not disclose any of the Closing Press Release, non- publicly announced terms hereof. Schedule 7.5 sets out the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment agreed upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with announcement regarding the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish this Agreement which the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may have agreed will be reasonably necessary issued by the Purchaser or advisable in connection with its Affiliates forthwith after the transactions contemplated hereby, date of this Agreement. Any use of the Purchaser’s or any other report, statement, filing, notice the Parent’s name or application made by or on behalf logo shall require the prior written approval of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyPurchaser.
Appears in 4 contracts
Sources: Share Purchase Agreement (Telix Pharmaceuticals LTD), Share Purchase Agreement (Telix Pharmaceuticals LTD), Share Purchase Agreement (Telix Pharmaceuticals LTD)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Ancillary Documents Offer, the Merger or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates this Agreement without the prior written consent of the Purchaser and the Company other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchangeexchange or regulatory or governmental body to which the relevant party is subject, in which case the applicable Party party required to make the release or announcement shall use its commercially reasonable efforts to allow the each other Parties party reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance.
. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (bx) The Parties shall mutually agree upon andmade or proposed to be made by the Company in connection with an Acquisition Proposal, as promptly as practicable after a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the execution of parties regarding this Agreement (but in any event within four (4) Business Days thereafter), issue a or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement (shall not be issued prior to the “Signing Press Release”). Promptly after the issuance approval of each of the Signing Press Release, the Purchaser Company and Parent. The Company shall (i) file a one or more current report reports on Form 8-K (the “Signing Filing”) with the Signing Press Release SEC attaching the announcement press release and a description copy of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon exhibits and approve (which approval shall not be unreasonably withheld, conditioned or delayedii) prior to filing (file a pre-commencement communication on Schedule 14D-9 with the Company reviewing, commenting upon SEC attaching the announcement press release. Parent and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Merger Sub shall file a current report pre-commencement communication on Form 8-K (the “Closing Filing”) Schedule TO with the Closing Press Release and a description SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the Closing parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as required such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Federal Securities Laws which the Seller Representative Parent and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.
Appears in 4 contracts
Sources: Merger Agreement (Iac/Interactivecorp), Merger Agreement (Care.com Inc), Merger Agreement (Iac/Interactivecorp)
Public Announcements. (a) The Parties agree that during Except as required by Applicable Laws (including disclosure requirements of the Interim Period no SEC, TASE or any stock exchange on which securities issued by a Party or its Affiliates are traded), neither Party shall make any public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates subject matter hereof without the prior written consent of the Purchaser other; provided that each Party may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other Party pursuant to this Section 8.5(a) and does not reveal non-public information about the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or other Party. In the event of a public announcement may be required by applicable Law or Applicable Laws, to the rules or regulations of any securities exchangeextent practicable under the circumstances, in which case the applicable Party making such announcement shall use commercially reasonable efforts to allow provide the other Parties reasonable time to comment on, and arrange for any required filing Party with respect to, a copy of the proposed text of such release or announcement sufficiently in advance of the scheduled release to afford such issuanceother Party a reasonable opportunity to review and comment upon the proposed text.
(b) The Parties shall mutually agree upon and, as promptly as practicable after will coordinate in advance with each other in connection with the execution filing of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution including redaction of certain provisions of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”Agreement) with any stock exchange on which securities issued by a Party or its Affiliate are traded, and each Party will use reasonable efforts to seek confidential treatment for the Signing Press Release terms proposed to be redacted; provided that each Party will ultimately retain control over what information to disclose to an applicable government body, and provided, further, that the Parties will use good faith efforts to file redacted versions with any governing bodies which are consistent with redacted versions previously filed with any other governing bodies. Other than such obligation, neither Party (nor its Affiliates) will be obligated to consult with or obtain approval from the other Party with respect to any filings to the government body governing a description of stock exchange.
(c) Except as expressly permitted in this Agreement or as required by Federal Securities Applicable Laws, which neither Party may use the Company shall reviewother Party’s trademarks, comment upon and approve (which approval shall not be unreasonably withheld, conditioned service marks or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releasetrade names, or any otherwise refer to or identify that other reportParty in marketing or promotional materials, statementpress releases, filing notice or application made by or on behalf of a Party statements to any Governmental Authority news media or other third party in connection with public announcements, without the transactions contemplated hereby, each Party shall, upon request by any other Party’s prior written consent, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such which that other matters as Party may be reasonably necessary grant or advisable withhold in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyits sole discretion.
Appears in 4 contracts
Sources: Distribution Agreement (IceCure Medical Ltd.), Distribution Agreement (IceCure Medical Ltd.), Distribution Agreement (IceCure Medical Ltd.)
Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser Closing, each Company Party and Parent or, after the Company Closing, Parent; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company Parties, if the disclosing party is any Parent Party, or Parent, if the disclosing party is a Company Party, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable best efforts to allow consult with Parent and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby.
(b) The Subject to any applicable Law, the initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company Parties and Parent prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall mutually agree upon and, be released as promptly as reasonably practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company Parties shall review, have the opportunity to review and comment upon prior to filing and approve Parent shall consider such comments in good faith. The Company Parties, on the one hand, and Parent, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor Parent, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Parent shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 4 contracts
Sources: Business Combination Agreement (Digital Health Acquisition Corp.), Business Combination Agreement (Digital Health Acquisition Corp.), Business Combination Agreement (Digital Health Acquisition Corp.)
Public Announcements. (a) The Parties agree that during Promptly following the Interim Period no public releaseEffective Date, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser Company, AK and the MRMP Stockholders shall announce this Term Sheet by means of a mutually agreed press release in a form to be agreed between the parties prior to any public release (the “Press Release”). During the Standstill Period, neither the Company (which consent nor the MRMP Stockholders shall not make or cause to be unreasonably withheld, conditioned made any public announcement or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing statement with respect to, such release to the subject of this Term Sheet that is inconsistent with or announcement contrary to the statements made in advance of such issuancethe Press Release.
(b) The Parties shall mutually agree upon and, as promptly as practicable after Following the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseEffective Date, the Purchaser Company shall file with the SEC a current report Current Report on Form 8-K to report its entry into this Term Sheet and appending this Term Sheet as an exhibit thereto (the “Signing FilingForm 8-K”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after disclosures contained in the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K relating to this Term Sheet shall be consistent with the terms of this Term Sheet. The Company shall provide the MRMP Stockholders with a reasonable opportunity to review and comment on the Form 8-K prior to its filing with the SEC and consider in good faith any comments of the MRMP Stockholders.
(c) No later than two (2) Business Days following the Effective Date, the MRMP Stockholders shall file with the SEC an amendment to its Schedule 13D (the “Closing FilingMRMP Stockholders 13D/A”) in compliance with Section 13 of the Exchange Act to report their entry into this Term Sheet and appending this Term Sheet as an exhibit thereto or incorporating this Term Sheet by reference to the Form 8-K. The disclosures in the MRMP Stockholders 13D/A relating to this Term Sheet shall be consistent with the Closing Press Release terms of this Term Sheet. The MRMP Stockholders shall provide the Company with a reasonable opportunity to review and a description comment on the MRMP Stockholders 13D/A prior to it being filed with the SEC and consider in good faith any comments of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.
Appears in 3 contracts
Sources: Cooperation and Support Binding Term Sheet (Barnwell Industries Inc), Cooperation and Support Binding Term Sheet (Kinzler Alexander C), Cooperation and Support Binding Term Sheet (Sherwood Ned L)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC, PubCo and the Company, except as such release release, filing or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to have the opportunity to comment on, and arrange for any required filing with respect to, such release release, filing or announcement in advance of such issuance.
(b) The Parties SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, issue a joint press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall have the opportunity to review, comment upon and approve prior to filing (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with ). SPAC and the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)Closing, issue a joint press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser PubCo shall file a current shell company report on Form 820-K F (the “Closing Filing”) with the Closing Press Release and a description of the Closing Transactions as required by Federal Securities Laws which SPAC shall have the Seller Representative and the Purchaser Representative shall opportunity to review, comment upon and approve prior to filing (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby).
Appears in 3 contracts
Sources: Business Combination Agreement (Maywood Acquisition Corp.), Business Combination Agreement (Maywood Acquisition Corp.), Business Combination Agreement (Inflection Point Acquisition Corp. III)
Public Announcements. (a) The Parties parties hereto agree that during the Interim Period no public initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution of this Agreement. Parent and the Company shall consult with each other before issuing any other press release, filing or announcement concerning 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 Ancillary Documents transactions contemplated hereby, and shall not issue any such press release or make any such other public statement relating to this Agreement or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (other party, which consent shall not be unreasonably withheld, conditioned or delayed), except as for any such release or announcement may be that Parent or the Company determines, after consultation with outside legal counsel, is required by applicable Law or the rules any listing agreement with or regulations rule of any national or foreign securities exchangeexchange or association upon which the securities of the Company or Parent, as applicable, are listed, in which case the applicable Party party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use commercially its reasonable best efforts to allow the other Parties party reasonable time (taking into account the circumstances) to comment on, and arrange for any required filing with respect to, such 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 (bi) The Parties shall mutually agree upon andmaking any public statement in response to questions from the press, analysts, investors or those attending industry conferences, making internal announcements to employees and making disclosures in the Company SEC Documents and the Parent SEC Documents, as promptly applicable, so long as practicable after 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 execution other party, or (ii) making any public statement, internal announcements to employees or disclosures in the Company SEC Documents and the Parent SEC Documents in respect of a Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable, in each case only to the extent such statement, announcement or disclosure complies with Section 6.02 or Section 7.02, as applicable, and is otherwise permitted by this Agreement (but Agreement; provided, further, that the foregoing proviso shall not in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned way effect any other prohibition or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing limitation contained in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 3 contracts
Sources: Merger Agreement (Icon PLC), Merger Agreement (PRA Health Sciences, Inc.), Merger Agreement (Icon PLC)
Public Announcements. (a) The Parties agree that during initial press release with respect to the Interim Period no public release, filing or announcement concerning execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Thereafter, neither MLP nor Parent shall issue or cause the Ancillary Documents 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 this Agreement or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company other party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement may be required by applicable Law or by any applicable listing agreement with the rules NYSE or regulations other national securities exchange as determined in the good faith judgment of any securities exchange, the party proposing to make such release (in which case such party shall not issue or cause the applicable Party shall use commercially reasonable efforts to allow publication of such press release or other public announcement without prior consultation with the other Parties reasonable time to comment onparty); provided, and arrange for any required filing with respect tohowever, such release or announcement in advance of such issuance.
that (ba) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval MLP shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated required by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) Section 5.6 to consult with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of party with respect to a Party to any Governmental Authority or other third party public announcement in connection with the transactions contemplated hereby, each Party shall, receipt and existence of an MLP Alternative Proposal that the MLP Managing GP Board (upon request the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other Party, furnish the Parties party with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable respect to a public announcement in connection with the transactions contemplated herebyreceipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP 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 any other report, statement, filing, notice or application public statements made by Parent or on behalf of a Party to any third party and/ or any Governmental Authority MLP in connection compliance with the transactions contemplated herebythis Section 5.6.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Regency Energy Partners LP), Merger Agreement (Energy Transfer Partners, L.P.)
Public Announcements. (a) The Parties agree that during public disclosure to be made by any of the Interim Period no public releaseparties accompanying the announcement of the Contemplated Transactions, filing or announcement concerning this Agreement or including, among other things, the Ancillary Documents or the transactions contemplated hereby or thereby shall initial press release to be issued by any Party or any of their Affiliates without with respect to the prior written consent Contemplated Transactions, the description of the Purchaser Contemplated Transactions for purposes of the notification and report form to be filed pursuant to the Company (which consent shall not be unreasonably withheldHSR Act, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations description of the Contemplated Transactions for purposes of any securities exchangefilings to be made with the Securities and Exchange Commission (including, in which case without limitation, an amendment to GE's Schedule 13D relating to the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment onLM Common Stock, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (relating to the “Signing Filing”) Contemplated Transactions to be filed by LM, together with the Signing Press Release initial press release, and a description the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of this Agreement 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 Federal Securities LawsApplicable 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 the Company shall review, comment upon and approve (which approval shall consent will not be unreasonably withheld, conditioned withheld or delayed) prior , except that no such consent shall be required to filing (the extent that such press release or public statement is consistent with the Company reviewingpublic 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, commenting upon and approving such Signing Filing in GE agrees to respond to any event no later than written request from LM for GE's consent to additional or modified disclosure to be made concerning the third (3rd) Contemplated Transactions within one Business Day after following GE's receipt of LM's written request, which shall include a copy of the execution 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 Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as case may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebybe.
Appears in 3 contracts
Sources: Exchange Agreement (General Electric Co), Exchange Agreement (Lockheed Martin Corp), Exchange Agreement (General Electric Co)
Public Announcements. (a) The Parties agree that during the Interim Period no Neither Party shall issue any other public announcement, press release, filing or announcement concerning this other public disclosure regarding the Exclusive License Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter (“Public Disclosure”) without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the Purchaser and the Company (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as such release or announcement may be required by applicable Applicable Law or the rules of a stock exchange or regulations securities listing organization on which the securities of any securities exchange, in the disclosing Party are listed (or to which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange an application for any required filing with respect to, such release or announcement in advance of such issuance.
listing has been submitted) (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press ReleaseRequired Public Disclosure”). Promptly after In the issuance event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization non 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 Party as far in advance as reasonably practicable (and to the extent possible, at least *** Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Signing Press ReleasePublic Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, Receptos and its Sublicensees and their respective Affiliates shall have the Purchaser shall file right to publicly announce, make a current report on Form 8-K press release, or make other public disclosures of the development or commercial activities or information regarding the Licensed Compound and Licensed Products (including with respect to status, regulatory matters, timeline, budget and results of operations); provided (i) such disclosure is subject to the “Signing Filing”) with the Signing Press Release and a description provisions of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon Article 8 with respect to Confidential Information of AbbVie and approve (which approval shall not be unreasonably withheld, conditioned or delayedii) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation use of the transactions contemplated by this Agreement name of AbbVie or its Affiliates (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseinsignia, or any other reportcontraction, statement, filing notice abbreviation or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyadaptation thereof) occurs without AbbVie’s prior written permission.
Appears in 3 contracts
Sources: Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no Neither Party nor their respective Affiliates shall make any public release, filing or announcement concerning regarding this Agreement or disclose the Ancillary Documents terms and conditions of this Agreement or the transactions any other agreements contemplated hereby or thereby shall be issued by to any Third Party or any of their Affiliates without the prior written consent of the Purchaser other Party (not to be unreasonably withheld, delayed or conditioned), except (a) to advisors (including consultants, financial advisors, attorneys and accountants) on a need to know basis, in each case, under circumstances that reasonably protect the Company confidentiality thereof, (b) to the extent such disclosure is required by Applicable Law (including securities laws), (c) to potential acquirers of a majority of the assets of such Party related to this Agreement or equity of such Party in connection with negotiations of definitive agreements so long as the disclosing Party provides the other Party with prior written notice of any such disclosure (a Party shall not be required to disclose the other Person to any such negotiations or the terms of any proposed transaction), (d) those terms and conditions specifically designated for disclosure in that certain memorandum exchanged between the Parties on the Signature Date and referencing this Agreement, or (e) as otherwise mutually agreed by the Parties (which consent agreement shall not be unreasonably withheld, conditioned or delayed), except as delayed and shall take into consideration the need for accuracy and compliance with (i) regulatory guidance documents and (ii) market requirements of the New York Stock Exchange or such release other recognized exchange(s) on which securities of a Party or announcement one of its Affiliates may be required by applicable Law or listed. Notwithstanding the rules or regulations foregoing, (A) without the prior written consent of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment onParty, Pfenex or Hospira may (I) file with the Securities and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
Exchange Commission (bthe “SEC”) The Parties shall mutually agree upon and, as promptly as practicable after a Current Report on Form 8-K describing this Agreement and the execution transactions contemplated hereby and (II) file a copy of this Agreement with the SEC as an exhibit to such Current Report on Form 8K or a subsequent periodic report; provided, that the Parties shall consult with each other so as to minimize the necessary disclosure and shall seek confidential treatment of such portions of this Agreement and the terms and conditions thereof as agreed upon by the Parties and permitted under Applicable Laws; and (but in any event within four (4B) Business Days thereafter), the Parties agree to issue a joint press release announcing the execution of this Agreement (Agreement, which is attached hereto as Exhibit B. Thereafter, Pfenex and Hospira may each disclose to Third Parties the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report information contained in such Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing without the consummation of need for further approval by the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 3 contracts
Sources: Development and License Agreement, Development and License Agreement (Pfenex Inc.), Development and License Agreement (Pfenex Inc.)
Public Announcements. (a) The Parties agree that during that, at any time on or after the Interim Period date hereof and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Merger Closing, no public release, filing or announcement concerning this Agreement or the Ancillary other Transaction Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Representatives or Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC and the Group Companies, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which shall be subject to the Company shall Company’s review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Merger Closing Date (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser PubCo shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Merger Closing as required by Federal Securities all applicable Laws which the Seller Representative SPAC and the Purchaser Representative Group Companies shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party of the Group Companies on one hand, and SPAC on the other, shall, upon request by any other Partythe other, furnish the Parties other parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated herebyTransactions.
Appears in 3 contracts
Sources: Merger Agreement (Blue World Holdings LTD), Merger Agreement (Blue World Acquisition Corp), Merger Agreement (Blue World Holdings LTD)
Public Announcements. (a) The Parties agree that during Acquiror shall promptly, but no later than three days following the Interim Period no public releaseeffective date of this Agreement, filing or announcement concerning issue a press release disclosing the transactions contemplated hereby. Between the date of this Agreement and the Closing Date, the Company and the Acquiror shall consult with each other in issuing any other press releases or otherwise making public statements or filings and other communications with the Ancillary Documents Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and neither party shall issue any such press release or thereby shall be issued by otherwise make any Party such public statement, filings or any of their Affiliates other communications without the prior written consent of the Purchaser and the Company (other, which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement may that no prior consent shall be required if such disclosure is required by applicable Law or the rules or regulations of any securities exchangelaw, in which case the applicable Party disclosing party shall use commercially reasonable efforts to allow provide the other Parties party with prior notice of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable time to comment oncomments of the other party. After the Closing Date, the Acquiror shall consult with the Acquiror Nominees in issuing any press releases or otherwise making public statements or filings and arrange for other communications with the Commission or any required filing regulatory agency or stock market or trading facility with respect to, to the transactions contemplated hereby and the Acquiror shall not issue any such press release or announcement in advance of otherwise make any such issuance.
(b) The Parties shall mutually agree upon andpublic statement, as promptly as practicable after filings or other communications without the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance prior written consent of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities LawsAcquiror Nominees, which the Company shall review, comment upon and approve (which approval consent shall not be unreasonably withheld, conditioned withheld or delayed) , except that no prior to filing (with the Company reviewing, commenting upon and approving consent shall be required if such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as disclosure is required by Federal Securities Laws law, in which case the Seller Representative and Acquiror shall provide the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) Acquiror Nominees with prior to filing. In connection with the preparation notice of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, such public statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers communication and equity holders, and shall incorporate into such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, public statement, filing, notice filing or application made by or on behalf other communication the reasonable comments of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyAcquiror Nominees.
Appears in 3 contracts
Sources: Share Exchange Agreement (Purple Mountain Holding Ltd.), Share Exchange Agreement (Trident Rowan Group Inc), Share Exchange Agreement (Trident Rowan Group Inc)
Public Announcements. (a) The Parties agree that during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions Transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance; provided that nothing shall prevent the Parties from issuing any press releases or making any public announcements about the Transactions containing information that has already been made public by the Parties.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with filing, provided that SPAC provides the Company reviewingwith a reasonable period of time to complete such review, commenting upon comment and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)approval prior thereto. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller SPAC Representative and the Purchaser Seller Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions Transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions Transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions Transactions contemplated hereby. Furthermore, nothing contained in this Section 7.12 shall prevent SPAC, Pubco and the Company from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that is substantively consistent with public statements previously consented to by the other Parties in accordance with this Section 7.12.
Appears in 3 contracts
Sources: Business Combination Agreement (SilverBox Corp IV), Business Combination Agreement (SilverBox Corp IV), Business Combination Agreement (SilverBox Corp IV)
Public Announcements. (a) The Parties agree that during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions Transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC, Pubco and the Seller, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance; provided that nothing shall prevent the Parties from issuing any press releases or making any public announcements about the Transactions containing information that has already been made public by the Parties.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Seller shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Seller reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement); provided that SPAC provides the Seller with a reasonable period of time to complete such review, comment and approval prior thereto. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which Sponsor and the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions Transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions Transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions Transactions contemplated hereby. Furthermore, nothing contained in this Section 8.12 shall prevent SPAC, Pubco, the Company or the Seller from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that is substantively consistent with public statements previously consented to by the other Parties in accordance with this Section 8.12.
Appears in 3 contracts
Sources: Business Combination Agreement (Mountain Lake Acquisition Corp.), Business Combination Agreement (Mountain Lake Acquisition Corp.), Business Combination Agreement (Mountain Lake Acquisition Corp.)
Public Announcements. (a1) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Purchaser shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release (the “Press Release”) announcing the execution and delivery of this Agreement Agreement, (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the 2) Purchaser shall file a current report Current Report on Form 8-K (the “Signing FilingForm 8-K”) with reporting the Signing Press Release and a description of entry into this Agreement and appending as required by Federal Securities Lawsexhibits this Agreement and the Press Release, which (3) Purchaser shall file the Company shall reviewRegistration Statement (as defined below) along with a preliminary prospectus supplement thereto, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)TRT shall file an amendment to the Schedule 13D/A filed on July 17, issue a press release announcing 2012 reporting the consummation of the transactions contemplated by entry into this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (K, and the amendment to Schedule 13D/A, the “Closing FilingDisclosure Materials”) , amending any applicable items to confirm its obligations under this Agreement, and appending this Agreement as an exhibit thereto, and the party filing and/or disseminating the applicable Disclosure Materials shall deliver a draft thereof to the other party in advance of filing such materials with the Closing Press Release SEC or disseminating same (whichever occurs earlier) in order to permit the other party and its counsel with a description reasonable opportunity to review and comment on such materials, which comments, to the extent deemed to be reasonable and appropriate by the party filing or disseminating such materials (acting in good faith), will be incorporated into such materials prior to the filing of such materials with the SEC and/or the dissemination of the Closing as required by Federal Securities Laws which same. Except for the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation filing and/or disseminating of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party Disclosure Materials in accordance with this Section 4.1 and except as reasonably necessary in connection with the transactions contemplated herebySecondary Offering, each Party shallno party hereto shall make any public announcements or similar publicity with respect to this Agreement (a “Public Announcement”) without the prior written consent of the other party; provided, upon request by however, that nothing contained herein shall limit any other Partyparty from making any announcements, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and statements or acknowledgments that such other matters as may be reasonably party deems in good faith are necessary or advisable in connection with to make, issue or release pursuant to applicable legal requirements, securities laws (including Section 16 under the transactions contemplated herebyExchange Act), the rules of any national securities exchange, or any other reportjudicial, statement, filing, notice administrative or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebylegal order.
Appears in 3 contracts
Sources: Repurchase Agreement, Repurchase Agreement (TRT Holdings Inc), Repurchase Agreement (Gaylord Entertainment Co /De)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon andupon, and as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement, assuming that the Signing Filing is provided to the Company for its review on the date of the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), to issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Pono Capital Two, Inc.), Merger Agreement (Pono Capital Two, Inc.), Merger Agreement (Pono Capital Corp)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement); provided that the Purchaser provides the Company with a reasonable amount of time to complete such review, comment and approval prior to the third (3rd) Business Day after the date thereof. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Arogo Capital Acquisition Corp.), Merger Agreement (Arogo Capital Acquisition Corp.), Merger Agreement (Data Knights Acquisition Corp.)
Public Announcements. (a) The Parties agree that during have agreed upon the Interim Period no content of a press release which shall be issued substantially in the form attached hereto as Schedule 7.4, the release of which the Parties shall coordinate in order to accomplish such release promptly following delivery by Receptos of the written notification and supporting documentation contemplated by Section 10.3.1. Neither Party shall issue any other public announcement, press release, filing or announcement concerning other public disclosure regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter (“Public Disclosure”) without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the Purchaser and the Company (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as such release or announcement may be required by applicable Applicable Law or the rules of a stock exchange or regulations securities listing organization on which the securities of any securities exchangethe disclosing Party are listed (or to which an application for listing has been submitted) (“Required Public Disclosure”). In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which case the applicable its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall use commercially reasonable efforts submit the proposed disclosure in writing to allow the other Parties Party as far in advance as reasonably practicable (and to the extent possible, at least *** Business Days prior to the anticipated date of disclosure) so as to provide a reasonable time opportunity to comment on, thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and arrange for any required filing with respect toother Public Disclosures, such release Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Public Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, Receptos, its Sublicensees and the respective Affiliates of Receptos and its Sublicensees shall have the right to publicly announce, make a press release, or announcement make other public disclosures of development activities or information regarding the Licensed Compound in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of Lead Indication pursuant to the Development Plan and Budget and this Agreement (but in any event within four including with respect to status, regulatory matters, timeline, budget and results of operations); provided (4i) Business Days thereafter), issue a press release announcing such disclosure is subject to the execution provisions of this Agreement Sections 7.1 through 7.3 with respect to Confidential Information of AbbVie and (the “Signing Press Release”). Promptly after the issuance ii) no use of the Signing Press Release, the Purchaser shall file a current report on Form 8-K name of AbbVie (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseinsignia, or any other reportcontraction, statement, filing notice abbreviation or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyadaptation thereof) occurs without AbbVie’s prior written permission.
Appears in 3 contracts
Sources: Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.)
Public Announcements. (a) The Parties hereto agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as As promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, the Parties shall mutually agree on and issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly Immediately after the issuance of the Signing Press Release, the Purchaser Parent shall prepare and file a current report pre-commencement Schedule TO-C or Schedule TO-I amendment and/ or Report on Form 86-K. As promptly as practicable after the completion of the Share Tender Offer, the Parent shall prepare a draft amendment to Schedule TO and/or Report on Form 6-K announcing the completion of the Share Tender Offer, if applicable, together with, or incorporating by reference such other information that may be required to be disclosed with respect to such results in any report or form to be filed with the SEC (the “Signing Closing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws), which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as As promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)completion of the Share Tender Offer, the Parties shall mutually agree on and issue a press release announcing the results of the Share Tender Offer and, if applicable, the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after Concurrently with the issuance of the Closing Press ReleaseClosing, the Purchaser Parent shall file a current report on Form 8-K (the “Closing Filing”) with distribute the Closing Press Release and a description of the Parent shall file the Closing Filing with the SEC as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingsoon as reasonably practicable thereafter. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holdersstockholders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 3 contracts
Sources: Merger and Share Exchange Agreement (Glori Energy Inc.), Merger and Share Exchange Agreement (Glori Energy Inc.), Merger Agreement (Infinity Cross Border Acquisition Corp)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of HUDA, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser HUDA shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which provided to the Company reviewingfor review, commenting upon comment and approving such Signing Filing in any event approval no later than the third two (3rd2) Business Day Days after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 86-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative HUDA shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Hudson Acquisition I Corp.), Business Combination Agreement (Hudson Acquisition I Corp.)
Public Announcements. Except as required by applicable law or regulation, USEC shall not (a) The Parties agree 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 during USEC shall be permitted to disclose in the Interim Period no 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 releasefilings, filing public announcements or announcement concerning other written communications with any news media in each case to be made by USEC relating to this Agreement or the Ancillary Documents transactions contemplated hereby and any amendments thereof for review and potential suggestions, which shall be promptly provided. Except as required by applicable law or regulation, or the rules of any applicable stock exchange or regulatory body, or in filings to be made with the 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 thereby by the Definitive Documents; provided, however, that notwithstanding the foregoing USEC shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after ) no later than 8:00 a.m. Eastern Time on the issuance of second Business Day following the Signing Press ReleaseAgreement Effective Date substantially in the form attached hereto as Exhibit C, and shall promptly thereafter file with the Purchaser shall file SEC a current report on Form 8-K (filing the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, this Agreement, and the Purchaser shall file Term Sheet. Notwithstanding the forgoing, if USEC fails to issue a current report on Form 8-K (the “Closing Filing”) Press Release in compliance with the Closing previous sentence, any of the Consenting Noteholders may issue a Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior containing all material information relating to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby. Nothing in this paragraph 15 shall be deemed to waive, amend or modify the terms of any Noteholder Confidentiality Agreement and, for the avoidance of doubt and notwithstanding anything to the contrary herein, the rights and obligations under each Party shall, upon request by any other Party, furnish Noteholder Confidentiality Agreement (including the Parties with all information concerning themselves, their respective directors, officers disclosure rights and equity holders, and such other matters obligations set forth in section 4 of the Noteholder Confidentiality Agreements) shall govern in the event that a Disclosure Trigger (as may be reasonably necessary defined in the Noteholder Confidentiality Agreement) occurs or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyhas occurred.
Appears in 2 contracts
Sources: Plan Support Agreement (Usec Inc), Plan Support Agreement (Usec Inc)
Public Announcements. (a) The Parties agree that during the Interim Period no public releaseLenders shall not, filing shall cause each of their Subsidiaries not to, and shall direct their Affiliates and Representatives not to, issue any press release or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Contemplated Transactions without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Borrower, except as such any release or announcement may be required by applicable Law or any rule or regulation of the rules Nasdaq Global Select Market or regulations any stock exchange to which the relevant Lender or any of any securities exchangeits Affiliates is subject, in which case the applicable Party Lender required to make the release or announcement shall use commercially reasonable best efforts to allow the other Parties Borrower reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuanceissuance and shall 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 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 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 Lenders or any of their Affiliates that does not convey or contain any non-public information regarding the Borrower and its Subsidiaries or the Contemplated Transactions to the 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 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 their respective Affiliates may provide ordinary course communications regarding the Transaction Documents, the SLR Financing Agreements, the Credit Agreement, the other Loan Documents and the Contemplated Transactions to existing or prospective general and limited partners, equityholders, members, managers and investors of the Lenders or their Affiliates, in each case, who are subject to customary confidentiality obligations.
(b) The Parties Borrower shall mutually agree upon andnot, as promptly as practicable after the execution shall cause each of this Agreement (but in any event within four (4) Business Days thereafter)its Subsidiaries not to, and shall direct its Affiliates and Representatives not to, issue a any press release announcing or announcement concerning the execution of this Agreement (Contemplated Transactions that makes reference to the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned Lenders or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after Financing Agreements without the issuance prior consent of SLR, except any release or announcement required by applicable Law or any rule or regulation of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws OTC or any stock exchange to which the Seller Representative Borrower is subject, in which case the Borrower shall use reasonable best efforts to allow SLR reasonable time to comment on such release or announcement in advance of such issuance and shall consider in good faith the Purchaser Representative shall review, comment upon and approve comments of SLR therein. The restrictions of this Section (which approval shall II)(3)(b) of this Annex C do not be unreasonably withheld, conditioned apply to any press release or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application announcement made by Borrower to the extent that such press release or on behalf announcement is consistent with any press release or announcement previously made in compliance with this Section (II)(3)(b) of a Party to this Annex C, so long as any Governmental Authority such press release or other third party announcement remains true and correct in connection with all material respects and SLR has not requested in writing that the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish Borrower discontinue the Parties with all information concerning themselves, their respective directors, officers and equity holders, and use or public communication of such other matters as may be reasonably necessary press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyannouncement.
Appears in 2 contracts
Sources: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)
Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser and Closing, the Company and HighCape or, after the Closing, HighCape; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is any HighCape Party, or HighCape, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable best efforts to allow consult with HighCape and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby.
(b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and HighCape prior to the execution 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 (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser HighCape shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve HighCape shall consider such comments in good faith. The Company, on the one hand, and HighCape, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor HighCape, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser HighCape shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four one (41) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third first (3rd1st) Business Day after the execution of this Agreement); provided that the Purchaser provides the Company with a reasonable amount of time to complete such review, comment and approval prior to the third (3rd) Business Day after the date thereof. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four one (41) Business Days Day thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Lakeshore Acquisition II Corp.), Agreement and Plan of Merger (Lakeshore Acquisition I Corp.)
Public Announcements. (a) The Parties agree that during Promptly following the Interim Period no execution of this Agreement, the Company shall issue a press release (the “Press Release”) substantially in the form attached hereto as Exhibit B. Prior to the issuance of the Press Release, neither the Company nor CRM shall issue any press release or make any public release, filing or announcement concerning regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by take any Party or any of their Affiliates action that would require public disclosure thereof without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuanceparty.
(b) The Parties shall mutually agree upon and, as promptly as practicable after Promptly following the execution of this Agreement, and, no later than two (2) business days following the date of this Agreement, the Company shall file a Current Report on Form 8-K reporting entry into this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of and appending or incorporating by reference this Agreement (the “Signing Press ReleasePublic Filings”). Promptly after The Company shall provide CRM with a reasonable opportunity to review and comment on the Public Filings prior to them being filed with the SEC and consider in good faith any comments of CRM. Prior to the issuance of the Signing Public Filings, neither the Company nor CRM nor any of their respective Affiliates or Associates shall issue any press release or public announcement regarding this Agreement other than the Press Release or take any action that would require public disclosure thereof without the prior written consent of the other party. Neither the Company nor CRM nor any of their respective Affiliates or Associates shall make or cause to be made any public announcement or statement that is inconsistent with or contrary to the statements made in the Public Filings or the Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement except as required by Federal Securities Lawslaw or the rules of any stock exchange or with the prior written consent of the other party; provided, which however, that unless prohibited under applicable law, such party must provide written notice to the Company shall review, comment upon and approve other party at least two (which approval shall not be unreasonably withheld, conditioned or delayed2) business days prior to filing making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 5, and reasonably consider any comments of such other party.
(with the Company reviewing, commenting upon and approving such Signing Filing in any event no c) No later than two (2) business days following the third (3rd) Business Day after the execution date of this Agreement). The Parties , CRM shall mutually agree upon andfile with the SEC an amendment to that certain Schedule 13D, dated July 23, 2019 and as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)amended on July 30, issue a press release announcing the consummation of the transactions contemplated by 2019, reporting entry into this Agreement and appending or incorporating by reference this Agreement the (the “Closing Press ReleaseSchedule 13D Amendment”). Promptly after CRM shall provide the issuance of Company with a reasonable opportunity to review and comment on the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) Schedule 13D Amendment prior to it being filed with the Closing Press Release SEC and a description of consider in good faith any comments from the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.
Appears in 2 contracts
Sources: Cooperation Agreement (Capital Returns Management, LLC), Cooperation Agreement (FedNat Holding Co)
Public Announcements. (a) The Subject to Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or Transactions prior to the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Closing without the prior written consent of the Purchaser Company and the Company FLAC; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case the applicable disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is FLAC, or FLAC, if the disclosing party is the Company, to review such announcement or communication and provide the opportunity to comment thereon, and the disclosing Party shall use commercially reasonable efforts consider such comments in good faith, (ii) to allow the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4(a) and (iii) to Governmental Entities or other Persons in connection with any Consents required to be made or obtained under this Agreement, the Ancillary Documents or in connection with the Transactions.
(b) The Parties initial press release concerning this Agreement and the Transactions shall mutually agree upon and, be a joint press release in the form agreed by the Company and FLAC prior to the execution 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 (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser FLAC shall file with the SEC a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve FLAC shall consider such comments in good faith. The Company, on the one hand, and FLAC, on the other hand, shall, prior to the Closing, mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewingor FLAC, commenting upon and approving such Signing Filing in any event no later than as applicable) a press release announcing the third consummation of the Transactions (3rd) Business Day after the execution of this Agreement“Closing Press Release”). The , and, on the Final Closing Date, the Parties shall mutually agree upon and, as promptly as practicable cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days thereafterafter the Final Closing Date), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Holdco and FLAC shall file with the SEC a current report on Form 6-K and Form 8-K K, respectively (the “Closing Filing”) with the Closing Press Release and Release, a description of the Closing as and the other information required by Federal Securities Laws Laws, which Holdco and FLAC shall have the Seller Representative and the Purchaser Representative shall opportunity to review, comment upon prior to the Closing, and approve consent to the filing, of the Closing Filing, which shall be mutually agreed upon by the Company and FLAC prior to the Closing (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filingdelayed by either the Company or FLAC, as applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (NewAmsterdam Pharma Co N.V.), Business Combination Agreement (Frazier Lifesciences Acquisition Corp)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company and the Purchaser Representative shall review, comment upon upon, and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Compass Digital Acquisition Corp.), Agreement and Plan of Merger (Compass Digital Acquisition Corp.)
Public Announcements. (a) The Parties agree that during Neither Seller, nor any of Seller's Affiliates, successors or assigns, shall make any public announcements regarding the Interim Period no public releaseexistence of this Agreement, filing or announcement concerning the terms of this Agreement or the Ancillary Documents or and/or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates herein without the prior written consent approval of the Purchaser and the Company (Buyer, which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement approval may be required by applicable Law granted or withheld in the rules or regulations sole and absolute discretion of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
Buyer. Seller further agrees that (b1) The Parties shall mutually agree upon and, as promptly as practicable after the execution of Buyer may file this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of other documents evidencing the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Releaseherein, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and including a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall reviewmaterial terms thereof, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation Securities and Exchange Commission, without the prior approval of Seller, to the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably extent deemed necessary or advisable in connection with Buyer's reasonable discretion; and (2) Buyer may issue one or more press releases regarding this Agreement and/or the transactions contemplated herebyherein, 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 any delayed, (ii) to be provided timely enough such that 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 report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with documents evidencing the transactions contemplated herebyherein, including a description of the material terms thereof, with the Securities Exchange Commission and such other Canadian and British Columbian governmental authorities having jurisdiction over Seller, without the prior approval of Buyer, to the extent 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 releases shall be reasonably approved by Buyer prior to publication (such approval (i) not to be unreasonably conditioned, withheld or delayed, (ii) to be provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Seller to disclose the information required by securities laws and regulations). The covenants and agreements of Seller set forth in this Section 4.4(b) hereof shall survive the Closing indefinitely.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (TILT Holdings Inc.), Purchase and Sale Agreement (TILT Holdings Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of MICT and Intermediate, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser MICT shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Intermediate shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Intermediate reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser MICT shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Intermediate and the Purchaser Representative MICT shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with Intermediate and MICT each reviewing, commenting upon and approving such Closing Filing in any event no later than the third (3rd) Business Day after the Closing). In connection with the preparation of the Signing Press ReleaseFiling, the Signing FilingPress Release, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (MICT, Inc.)
Public Announcements. Each Party shall have the right to make a public announcement, press release or other public disclosure of the subject matter of this Agreement; provided that, such Party making such public announcement, press release or other public disclosure shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval. Each Party shall provide its comments, if any, within five (a5) The Parties agree that during Business Days after receiving the Interim Period no other Party's proposed announcement for review. If either Party desires to make a subsequent public releaseannouncement, filing press release or announcement other public disclosure concerning the subject matter of this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby any activities hereunder, such Party shall be issued by any Party or any of their Affiliates without the give reasonable prior written consent advance notice of the Purchaser proposed text of such announcement to the other Party for its prior review and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)approval, except as such that in the case of a press release or announcement may be governmental filing required by applicable Law or Law, the rules or regulations disclosing Party shall provide the other Party with such advance notice as it reasonably can and shall use reasonable good faith efforts to consult with the other party prior to the issuance of any securities exchangepublic announcement, in which case the applicable Party release or disclosure. Each such public disclosure shall use commercially reasonable efforts contain appropriate references to allow the other Parties reasonable time to comment onParty if so requested. A Party commenting on such a proposed disclosure shall provide its comments, and arrange for any required filing with respect toif any, such release or announcement in advance of such issuance.
within five (b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (45) Business Days thereafter)after receiving the proposed disclosure for review. With respect to any disclosures required by Law, neither Party shall be required to seek the permission of the other Party to repeat any information that has already been publicly disclosed by such Party, or by the other Party, in accordance with this Section 11.4. Neither Party shall issue a press release announcing the execution of or other public announcement relating to this Agreement (without the “Signing Press Release”)other Party's prior written consent, except as permitted pursuant to this Section 11.4. Promptly after Notwithstanding the issuance above, if required by Law or if it is Licensor's customary practice to list the Product on its website, Licensor may disclose on its website that the other Party is the exclusive commercial partner of such Party with respect to the Product and may use the other Party's approved name and logo in conjunction with such disclosure. Except as set forth in the immediately preceding sentence, each Party shall be required to obtain the written approval of the Signing Press Release, the Purchaser shall file a current report on Form 8-K other Party (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not to be unreasonably withheld, conditioned withheld or delayed) prior to filing (with using the Company reviewingother Party's name, commenting upon and approving such Signing Filing logo or similar identifiers, or to otherwise reference the other Party's Licensed Product in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andway, as promptly as practicable after the Closing (but in each case, in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by its marketing materials or on behalf of a Party to any Governmental Authority or other third party in connection with its website. Notwithstanding the transactions contemplated herebyforegoing, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers Licensee hereby acknowledges and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyagrees that [***].
Appears in 2 contracts
Sources: License and Supply Agreement (Journey Medical Corp), License and Supply Agreement (Journey Medical Corp)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this AgreementAgreement so long as the Purchaser delivers a draft of such Signing Filing to the Company a reasonable amount of time prior to such filing deadline)). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Alberton Acquisition Corp), Merger Agreement (Stellar Acquisition III Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts endeavours to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four two (42) Business Days thereafter), issue a press release in the Agreed Form announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal U.S. Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which provided to the Company reviewing, commenting upon for review and approving such Signing Filing in any event comment no later than the third two (3rd2) Business Day after Days prior to the execution of this AgreementSigning Filing). The Parties Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the Share Acquisition Closing (but in any event within four two (42) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Merger Closing and/or Share Acquisition Closing as required by Federal U.S. Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser and the Company Stockholder shall each file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser and the Company Stockholder shall each file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company Stockholder and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Digital Ally, Inc.), Merger Agreement (Clover Leaf Capital Corp.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as As promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days business days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day second business day after the execution of this Agreement). The Parties shall mutually agree upon and, as As promptly as practicable after the Closing (but in any event within four (4) Business Days business days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with the Company reviewing, commenting upon and approving such Closing Filing in any event no later than the second business day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Share Exchange Agreement (Resort Savers, Inc.), Share Exchange Agreement (Resort Savers, Inc.)
Public Announcements. (a) The Parties agree that during initial press release with respect to the Interim Period no execution of this Agreement shall be a press release to be reasonably agreed upon by Parent and the Company. Except in connection with press releases or other public releasestatements made in compliance with Section 6.02, filing none of the Company, on the one hand, or Parent, on the other hand, shall issue any public release or make any public announcement concerning this Agreement Agreement, the other Transaction Agreements or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Contemplated Transactions without the prior written consent of the Purchaser and the Company other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Applicable Law or the rules or regulations of any applicable United States or Canadian securities exchangeexchange or Governmental Authority to which the relevant Party is subject or submits, wherever situated, in which case the applicable Party required to make the release or announcement shall use commercially its reasonable best efforts to allow allow, to the extent practicable and permissible pursuant to Applicable Law, the other Party or Parties reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance.
issuance (b) The Parties shall mutually agree upon andit being understood that the final form and content of any such release or announcement, as promptly well as practicable after the execution timing of any such release or announcement, shall be at the final reasonable discretion of the disclosing Party); provided, however, that the restrictions set forth in this Section 8.05 shall not apply to any release or announcement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a Party hereto in accordance with this Agreement (but including any announcement or other notification provided to investors in any event within four (4) Business Days thereaftera Fund), issue in each case to the extent such disclosure is still accurate. Notwithstanding the foregoing, no communication by the Company with the employees of any Company Entity or Parent with the employees of any Parent Entity shall be deemed a press release announcing the execution “public release” or “public announcement” for purposes of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebySection 8.05.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Brookfield Asset Management Inc.), Merger Agreement (Oaktree Capital Group, LLC)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and Company, OAC and, after the Company Closing, the OAC Representative (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties Company, OAC and, after the Closing, the OAC Representative reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties Company and OAC shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser OAC shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing filing. OAC and the OAC Representative (with and, if prior to the Company reviewingClosing, commenting upon and approving such Signing Filing in any event no later than the third (3rdCompany) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser OAC shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws applicable securities Laws, which the Seller Representative and the Purchaser OAC Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Hightimes Holding Corp.), Merger Agreement (Origo Acquisition Corp)
Public Announcements. (a) The Parties Seller and Buyer agree that during that, from the Interim Period date hereof through the Closing Date, no public release, filing release or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued or made by or on behalf of any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)other Party, except that (i) Seller and Buyer may make announcements as such release or announcement they may be required by reasonably determine is necessary to comply with applicable Law or the rules or and regulations of any national securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable (ii) each of Seller and its Subsidiaries may make announcements from time to comment ontime to their respective employees, customers, suppliers and arrange for any required filing other business relations; provided that, with respect toto the Business, such release or announcement to the extent practicable, Seller shall try in advance good faith to remain within the bounds of such issuance.
Seller’s prior disclosures; and (biii) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall Seller may file a current report on Form 8-K (proxy statement pursuant to the “Signing Filing”) with the Signing Press Release and a description Securities Exchange Act of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of 1934 describing the transactions contemplated by this Agreement (and make announcements with respect to the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release Business and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyhereby in connection therewith, in each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters case as it may be reasonably determine is necessary or advisable in connection desirable; provided, further, that, such Party shall consult with and agree on the language of any such announcement with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party prior to any third party and/ such announcement to the extent reasonably practicable (and, in the case of the proxy statement and related announcements, Seller shall only be required to consult with Buyer and reasonably consider any comments Buyer may have to such proxy statement) and shall in any event promptly provide the other Party with copies of any such announcement or proxy, as applicable. Notwithstanding the foregoing, Buyer and Seller shall cooperate to prepare a joint press release to be issued on or promptly (and in any Governmental Authority in connection with event within two (2) Business Days) after the transactions contemplated herebydate of this Agreement and a joint press release to be issued on the Closing Date.
Appears in 2 contracts
Sources: Asset and Stock Purchase Agreement (Darden Restaurants Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc)
Public Announcements. (a) The Parties agree that during Unless otherwise required by Law, including federal securities law prior to the Interim Period Closing Date, no news release or other public release, filing or announcement concerning this Agreement or the Ancillary Documents or pertaining to the transactions contemplated hereby by this Agreement (other than as may be contained in the Proxy/Registration Statement) will be made by or thereby shall be issued by on behalf of any Party or any of their Affiliates party without the prior written consent of Buyer and the Purchaser Company. Prior to issuing a press release or other public announcement required by Law with respect to the execution and delivery of or the transactions contemplated by this Agreement, Buyer and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as consult with each other and shall have reasonable opportunity to comment on such press release and prior to issuing a press release or other public announcement may be required by applicable Law or with respect to the rules or regulations of any securities exchangeClosing, in which case Buyer and the applicable Party Company shall use commercially reasonable efforts to allow agree on the other Parties reasonable time to comment on, and arrange for any required filing with respect to, form of such press release or announcement in advance of such issuanceother public announcement.
(b) The Parties shall mutually agree upon and, as As promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, PDC, the Company and Buyer shall mutually agree on and issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, each of PDC, the Purchaser Company and Buyer shall prepare and file a current report Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, attaching this Agreement and the Signing Press Release thereto (the “Signing Filing”), which the other parties shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing.
(c) As promptly as practicable after the completion of the Buyer Stockholder Meeting, Buyer shall prepare a Form 8-K announcing the results of the vote at such Buyer Stockholder Meeting, and announcing the Closing, if applicable, together with, or incorporating by reference, the financial statements prepared by PDC and the Company and their accountant, and such other information that may be required to be disclosed with respect to such results in any report or form to be filed with the Signing Press Release and a description of this Agreement as required by Federal Securities LawsSEC (the “Buyer Closing Filing”), which PDC and the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as As promptly as practicable after obtaining the Closing (but in any event within four (4) Business Days thereafter)PDC Stockholder Approval, issue PDC shall prepare a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K announcing such PDC Stockholder Approval, and announcing the Closing, if applicable, together with, or incorporating by reference, the financial statements prepared by Buyer and its accountant, and such other information that may be required to be disclosed with respect to such results in any report or form to be filed with the SEC (the “PDC Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws ), which the Seller Representative and the Purchaser Representative Buyer shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. As promptly as practicable after the completion of the Buyer Stockholder Vote and obtaining the PDC Stockholder Approval, Buyer, PDC and the Company shall mutually agree on and issue a press release announcing such results thereof and, if applicable, the consummation of the Closing (“Closing Press Release”). Concurrently with the Closing, Buyer, PDC and the Company shall jointly distribute the Closing Press Release and Buyer and PDC shall file the Buyer Closing Filing and the PDC Closing Filing, respectively, with the SEC.
(d) In connection with the preparation of the Signing Filing, the Signing Press Release, the Signing Filing, the Buyer Closing Filing, the PDC Closing Filings and the Closing Press Release, Release or any other report, statement, filing notice or application made by or on behalf of a Party Buyer, the Founder, PDC or the Company to any Governmental Authority Government Authority, the Nasdaq Capital Market or any other third party Person in connection with the transactions Table of Contents contemplated hereby, and for such other reasonable purposes, Buyer, the Founder, PDC and the Company each Party shall, upon request by any other Partythe other, furnish the Parties other with all information concerning themselves, their respective directors, officers officers, managers, members and equity holdersstockholders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party the Buyer, the Founder, PDC or the Company to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Hicks Acquisition CO II, Inc.), Equity Purchase Agreement (Paperweight Development Corp)
Public Announcements. On the date of this Agreement, the Company will announce this Agreement by means of the press release mutually agreeable to the Company and ▇▇▇▇▇ in the form attached as Exhibit B (a) The Parties agree that the “Press Release”). Except as otherwise permitted in this Agreement, during the Interim Standstill Period no neither the Company (including the Board and members of the Board) nor the ▇▇▇▇▇ Stockholders will make any public release, filing or announcement concerning statements with respect to this Agreement or the Ancillary Documents matters covered by this Agreement (including in any filing with the SEC, any other regulatory or governmental agency, any stock exchange or in any materials that would reasonably be expected to be filed with the SEC) that are inconsistent with, or otherwise contrary to, the statements in this Agreement or the transactions contemplated hereby or thereby shall be issued Press Release, except as required by any Party or any law. For the avoidance of their Affiliates without the prior written consent of the Purchaser and doubt, neither the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law including the Board and members of the Board) nor the ▇▇▇▇▇ Stockholders will make any public statements with respect to this Agreement or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable matters covered by this Agreement after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after and before the issuance of the Signing Press Release, . The Company will promptly prepare and file with the Purchaser shall file SEC a current report Current Report on Form 8-K (the “Signing FilingForm 8-K”) with reporting the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of entry into this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after All disclosure in the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K will be consistent with this Agreement and the Press Release. The Company will provide ▇▇▇▇▇ and his counsel with a reasonable opportunity to review and comment on the Form 8-K prior to filing, and will consider in good faith any changes proposed by ▇▇▇▇▇ or his counsel. As soon as reasonably practicable, the Company will prepare and file with the SEC a proxy statement on Schedule 14A, a proxy card and other related materials concerning the 2023 Annual Meeting (the “Closing FilingProxy Materials”) ). All disclosure in the Proxy Materials relating to matters covered by this Agreement will be consistent with this Agreement and the Closing Press Release Release. The Company will provide ▇▇▇▇▇ and his counsel with a description reasonable opportunity to review and comment on excerpts of the Closing as required Proxy Materials describing matters covered by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned this Agreement or delayed) otherwise relating to ▇▇▇▇▇ prior to filing, and will consider in good faith any changes proposed by ▇▇▇▇▇ or his counsel. In connection ▇▇▇▇▇ will promptly prepare and file with the preparation of SEC an amendment to his Schedule 13D (the Signing “Schedule 13D Amendment”) reporting the entry into this Agreement. All disclosure in the Schedule 13 Amendment will be consistent with this Agreement and the Press Release, . ▇▇▇▇▇ will provide the Signing Filing, Company and its counsel with a reasonable opportunity to review and comment on the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party Schedule 13D Amendment prior to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holdersfiling, and such other matters as may be reasonably necessary will consider in good faith any changes proposed by the Company or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyits counsel.
Appears in 2 contracts
Sources: Settlement and Cooperation Agreement (Hsieh Anthony Li), Settlement Agreement (loanDepot, Inc.)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not to be unreasonably withheld, conditioned or delayed)) of Purchaser and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, review and comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which shall be provided to the Company reviewing, commenting upon for reviewing and approving such Signing Filing in any event no later than the third (3rd) Business Day after comment promptly following the execution of this Agreement); provided, however, if the Company does not approve of the Form 8-K on or prior to the date such filing is required to be made pursuant to Federal Securities Laws, the failure to secure the approval of the Company shall not prevent Purchaser from making such filing in accordance with Federal Securities Laws. Prior to Closing, Purchaser and the Company shall prepare a current report on Form 8-K to be filed by Purchaser announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Transactions in any report or form to be filed with the SEC (“Closing Filing”), provided, however, if the Company does not approve of the Form 8-K on or prior to the date such filing is required to be made pursuant to Federal Securities Laws, the failure to secure the approval of the Company shall not prevent Purchaser from making such filing in accordance with Federal Securities Laws. Purchaser shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) the Closing Filing prior to filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing Date (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, Filing or the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in the Interim Period in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (AlphaVest Acquisition Corp.), Business Combination Agreement (TradeUP Global Corp)
Public Announcements. (a) The Parties agree Each of the Company, Parent and Merger Sub agrees that during the Interim Period no public release, filing release or announcement concerning this Agreement or the Ancillary Documents or Transactions (including any communication required to be filed with the transactions contemplated hereby or thereby shall SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) will be issued by any Party or on behalf of any of them or their Affiliates Subsidiaries without the prior written consent of the Purchaser Company (as to any release by Parent or its Affiliates), and Parent (as to any release by the Company (or its Subsidiaries), which consent shall of such Parties will not be unreasonably withheld, conditioned 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 exchangeexchange or Governmental Entity to which the relevant party is subject, in which case the applicable Party shall party required to make the release or announcement will use commercially its reasonable best efforts to allow the each other Parties party reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance.
(b) . The Parties shall mutually Company, Parent and Merger Sub agree upon and, as promptly as practicable after that the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a initial press release announcing the execution and delivery of this Agreement (will be a joint press release of Parent and the “Signing Press Release”)Company and will not be issued prior to the approval of each of approval of Parent the Company. Promptly after the issuance In addition, each of the Signing Press ReleaseCompany, Parent and Sumitomo, will be entitled to issue a separate press releases announcing the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release execution and a description delivery of this Agreement as required by Federal Securities Lawswhich, 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 shall review(in all cases, comment upon and approve (which such approval shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing provisions of this Section 6.07, (i) prior to filing (with Sumitomo, Parent, the Representatives of Parent, the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation Representatives of the transactions contemplated 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 Agreement (Section 6.07, provided that any investor conferences or presentations scheduled by the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseCompany will be subject to Parent’s prior review and consent, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall such consent not to be unreasonably withheld, conditioned or delayed, (ii) prior to filing. In connection with Sumitomo, Parent, the preparation Representatives of Parent or Sumitomo, the Company and the Representatives of the Signing Press ReleaseCompany may make public statements in response to specific questions by the 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 Signing Filing, the Closing Filing, the Closing Press ReleaseMerger, or any the other reportTransactions, statement, filing notice or application made by or on behalf of a Party and (iii) the restrictions set forth in this Section 6.07 do not apply to any Governmental Authority release or other third party announcement (or any portion thereof) made or proposed to be made in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebywith, or any other reportin response to, statement, filing, notice an Adverse Recommendation Change or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyan Alternative Proposal.
Appears in 2 contracts
Sources: Merger Agreement (Urovant Sciences Ltd.), Merger Agreement (Sumitomo Chemical Co., Ltd.)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco and SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which the Seller Representative and the Purchaser Representative Parties shall review, comment upon and approve (which such approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned) prior to the filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Launch One Acquisition Corp.), Business Combination Agreement (Launch One Acquisition Corp.)
Public Announcements. (a) The Parties agree that during the Interim Period no public initial press release relating to this Agreement shall be a joint press release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued text of which has been agreed to by any Party or any each of their Affiliates without the prior written consent of the Purchaser Parent and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts prior to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a and such initial press release announcing the execution of this Agreement (the “Signing Press Release”)) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the issuance execution of the Signing Press Releasethis Agreement, the Purchaser Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities by, and in compliance with, the applicable securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve Parent shall consider such comments in good faith. The Company, on the one hand, and Parent, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayeddelayed by any Party) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Parent shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingapplicable securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holders, equityholders and such other matters as may be reasonably necessary for such press release or advisable filing. Between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in connection accordance with Article IX) unless otherwise prohibited by applicable Law or the transactions contemplated herebyrequirements of the Nasdaq Stock Market, each of Parent and the Company shall each use its reasonable best efforts to consult with each other before issuing, and provide each other reasonable opportunity to review and comment upon, any press release or otherwise making any public statements (including through social media platforms) with respect to this Agreement or any of the Transactions, and shall not issue any such press release or make any such public statement (including through social media platforms) without the prior written consent of the other reportParty (not to be unreasonably withheld, statementconditioned or delayed) except to the extent required by applicable Law or stock exchange rules, filingin which case the disclosing party shall, notice or application made to the fullest extent permitted by or on behalf of a applicable Law, first allow the other Party to review such announcement or communication and the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; provided that the foregoing shall not restrict or prohibit the Company from making any third party and/ announcement to its employees, customers, suppliers and other business relations to the extent the Company reasonably determines in good faith that such announcement is necessary or any Governmental Authority advisable. Furthermore, nothing contained in connection this Section 7.09 shall prevent Parent or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their direct or indirect current or prospective investors that is substantively consistent with public statements previously consented to by the transactions contemplated herebyother Party in accordance with this Section 7.09.
Appears in 2 contracts
Sources: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser CBRG Merger Effective Time, the Company and CBRG or, after the CBRG Merger Effective Time, Holdco and the Company CBRG Sponsor; provided, however, that each Party, the CBRG Sponsor and their respective Representatives may issue or make, as applicable, any such press release, public announcement or other communication (which consent shall not be unreasonably withheldi) if such press release, conditioned public announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to 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 a CBRG Party or a Representative of a CBRG Party, 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 shall use commercially reasonable efforts consider any such comments in good faith, or (y) if the disclosing Party is the Company or a Representative of the Company, reasonably consult with CBRG in connection therewith and provide CBRG with an opportunity to allow review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (B) after the other Parties reasonable time 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 the CBRG Sponsor or a Representative of the CBRG Sponsor, reasonably consult with HoldCo in connection therewith and provide the Company with an opportunity to review and comment onon such press release, public announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is HoldCo or a Representative of HoldCo, reasonably consult with the CBRG Sponsor in connection therewith and provide the CBRG 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 arrange for (z) if the disclosing Person is HoldCo or a Representative of HoldCo, reasonably consult with the CBRG Sponsor in connection therewith and provide the CBRG Sponsor 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 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 Governmental Entities in connection with any Consents required filing to be made under this Agreement, the Ancillary Documents or in connection with respect tothe transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, such release the Parties agree that the CBRG Parties, the CBRG Sponsor, and their respective Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or announcement indirect former, current or prospective investor or in advance of such issuanceconnection with normal fund raising or related marketing or informational or reporting activities.
(b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and CBRG prior to the execution 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 on the day thereof (but in any event within four (4) Business Days thereafter)or, issue a press release announcing if the date of execution of this Agreement (is not a Business Day, on the “Signing Press Release”first Business Day following execution of this Agreement). Promptly after the issuance execution of the Signing Press Releasethis Agreement, the Purchaser CBRG shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve CBRG shall consider such comments in good faith. The Company, on the one hand, and CBRG, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor CBRG, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date (or such other date as may be mutually agreed to in writing by CBRG and the Company prior to the Closing), the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser HoldCo shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which the Seller Representative Closing Filing shall be in a form to be mutually agreed between CBRG and the Purchaser Representative shall review, comment upon and approve Company (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersand, in the case of the Company, its equityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Chain Bridge I), Business Combination Agreement (Alterola Biotech Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of LLIT (acting through the Purchaser LLIT Special Committee) and Newegg (acting through the Company Newegg Special Committee) (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, LLIT shall furnish to the Purchaser shall file SEC a current report Foreign Private Issuer Report on Form 86-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Newegg shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with LLIT providing the Company draft Signing Filing to Newegg on the date of the execution of this Agreement and Newegg reviewing, commenting upon and approving such Signing Filing in any event no later than the third second (3rd2nd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, LLIT shall furnish to the Purchaser shall file SEC a current report Foreign Private Issuer Report on Form 86-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Newegg shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with the Newegg reviewing, commenting upon and approving such Closing Filing in any event no later than the second (2nd) Business Day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Lianluo Smart LTD), Merger Agreement (Lianluo Smart LTD)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which provided to the Company reviewing, commenting upon for review and approving such Signing Filing in any event comment no later than the third two (3rd2) Business Day Days after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (East Stone Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)
Public Announcements. (a) Promptly following the execution of this Agreement, and, no later than two (2) business days following the Effective Date, the Company shall file a Current Report on Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement (the “Public Filings”). The Parties Company and AB Value shall mutually agree that during to any summary description of this Agreement used to describe this Agreement in the Interim Period no Public Filings. The Company shall provide AB Value with a reasonable opportunity to review and comment on the Public Filings prior to them being filed with the SEC and consider in good faith any comments of AB Value. Prior to the issuance of the Public Filings, neither the Company nor AB Value nor any of their respective Affiliates or Associates shall issue any press release or public release, filing or announcement concerning regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by take any Party or any of their Affiliates action that would require public disclosure thereof without the prior written consent of the Purchaser and other party. Neither the Company (which consent nor AB Value nor any of their respective Affiliates or Associates shall not make or cause to be unreasonably withheld, conditioned made any public announcement or delayed)statement that is inconsistent with or contrary to the statements made in the Public Filings, except as such release or announcement may be required by applicable Law law or the rules or regulations of any securities exchange, in which case stock exchange or with the applicable Party shall use commercially reasonable efforts to allow prior written consent of the other Parties reasonable time party; provided, however, that unless prohibited under applicable law, such party must provide written notice to comment onthe other party at least two (2) business days prior to making any such statement or disclosure required under the federal securities laws or other applicable laws or stock exchange regulations that would otherwise be prohibited by the provisions of this Section 6, and arrange for reasonably consider any required filing with respect to, such release or announcement in advance comments of such issuanceother party.
(b) The Parties No later than two (2) business days following the Effective Date, AB Value shall mutually agree upon and, as promptly as practicable after file with the execution SEC a Schedule 13D in compliance with Section 13 of the Exchange Act reporting its entry into this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of and appending this Agreement (as an exhibit thereto or incorporating this Agreement by reference to the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report Company’s Current Report on Form 8-K (the “Signing Filing”referred to in Section 6(a) hereof. The Schedule 13D shall be consistent with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution terms of this Agreement). The Parties AB Value shall mutually agree upon and, as promptly as practicable after provide the Closing (but Company with a reasonable opportunity to review and comment on the Schedule 13D prior to being filed with the SEC and consider in good faith any event within four (4) Business Days thereafter), issue a press release announcing the consummation comments of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.
Appears in 2 contracts
Sources: Cooperation Agreement (AB Value Management LLC), Cooperation Agreement (Rocky Mountain Chocolate Factory, Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) as such release release, filing or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuanceissuance or (ii) if the press release, filing or announcement contains only information that is consistent with any press release, filing or announcement previously issued or made in accordance with this Section 5.14.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement); provided, that the Purchaser provides the Company with a reasonable amount of time to complete such review, comment and approval prior to the third (3rd) Business Day after the date hereof. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Purchaser and the Purchaser Representative Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Archimedes Tech SPAC Partners II Co.), Agreement and Plan of Merger (Archimedes Tech SPAC Partners II Co.)
Public Announcements. (a) The Parties agree that during have agreed upon the Interim Period no content of a joint press release which shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement. Neither Party shall issue any other public announcement, press release, filing or announcement concerning other public disclosure regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates its subject matter without the other Party’s prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)consent, except as for any such release or announcement may be disclosure that is in the case of (i) AbbVie, in the reasonable opinion of AbbVie’s counsel, required by applicable Applicable Law or the rules of a stock exchange on which the securities of Abbvie are listed, or regulations of any securities exchange(ii) Ablynx, in the reasonable opinion of the Ablynx’s directors after taking due advice from its counsel, required by Applicable Law or the rules of a stock exchange on which case the applicable Party shall use commercially securities of Ablynx are listed. If (a) AbbVie is, in the reasonable efforts opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which AbbVie’s securities are listed to allow the other Parties reasonable time to comment onmake such a public disclosure, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties Ablynx is, in the reasonable opinion of its directors after taking due advice of its counsel, required by Applicable Law or the rules of a stock exchange on which Ablynx’s securities are listed to make such a public disclosure, then, in each case, such Party shall mutually agree upon andsubmit the proposed disclosure, as promptly well as the specific Applicable Law or rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable after (and in no event less than […***…] prior to the execution anticipated date of this Agreement (but disclosure) so as to provide a reasonable opportunity to comment thereon. The Party desiring to make any such public disclosure shall consider in good faith any event within four (4) Business Days thereafter)comments provided by the other Party with respect to such disclosure. Notwithstanding the foregoing, issue AbbVie, its Sublicensees and its and their respective Affiliates shall have the right to publicly announce, make a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance release, or make other public disclosures of the Signing Press Releaseresearch, development and commercial Information CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (including with respect to regulatory matters) regarding the Purchaser shall file a current report on Form 8-K Licensed Compound and Licensed Products; provided, that (i) such disclosure is subject to the “Signing Filing”provisions of Sections 9.1 through 9.3 with respect to Ablynx’s Confidential Information, and (ii) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval AbbVie shall not be unreasonably withheld, conditioned use the name of Ablynx (or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releaseinsignia, or any other reportcontraction, statement, filing notice abbreviation or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyadaptation thereof) without Ablynx’s prior written consent.
Appears in 2 contracts
Sources: Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser Purchaser, the Company and the Company Purchaser Representative and the Seller Representative (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseRelease (but in any event within four (4) Business Days after the Closing), the Purchaser shall prepare and file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Share Exchange Agreement (TKK SYMPHONY ACQUISITION Corp), Share Exchange Agreement (Yunhong International)
Public Announcements. (a) The Parties parties hereto agree that during the Interim Period no public initial press release to be issued with respect to the Transactions shall be in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution of this Agreement. Tempranillo and Lafite shall consult with each other before issuing any other press release, filing or announcement concerning 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 Ancillary Documents Transactions, and shall not issue any such press release or make any such other public statement relating to this Agreement or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Transactions without the prior written consent of the Purchaser and the Company (other party, which consent shall not be unreasonably withheld, conditioned or delayed), except as for any such release or announcement may be that Tempranillo or Lafite determines, after consultation with outside legal counsel, is required by applicable Applicable Law or the rules any listing agreement with or regulations rule of any national or foreign securities exchangeexchange or association upon which the securities of Lafite or Tempranillo, as applicable, are listed, in which case the applicable Party party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use commercially its reasonable best efforts to allow the other Parties party reasonable time (taking into account the circumstances) to comment on, and arrange for any required filing with respect to, such 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 (bi) The Parties shall mutually agree upon andmaking any public statement in response to questions from the press, analysts, investors or those attending industry conferences, making internal announcements to employees and making disclosures in the Lafite SEC Documents and the Tempranillo SEC Documents, as promptly applicable, so long as practicable after 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 execution other party, 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 Agreement (but a Lafite Adverse Recommendation Change or Tempranillo Adverse Recommendation Change, as applicable; provided, further, that the foregoing proviso shall not in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned way effect any other prohibition or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing limitation contained in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Livongo Health, Inc.), Merger Agreement (Teladoc Health, Inc.)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Healthwell Acquisition Corp. I), Business Combination Agreement (Evo Acquisition Corp)
Public Announcements. (a) The Parties agree Each of BioLite, BioKey, Parent and each Merger Sub agrees that during the Interim Period no public release, filing release or announcement (including public filings with the SEC) concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates party without the prior written consent of the Purchaser BioLite, BioKey and the Company Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchangeapplicable Governmental Body to which the relevant party is subject or submits, wherever situated, in which case the applicable Party party required to make the release or announcement shall use commercially reasonable efforts to allow the each other Parties party reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance.
(b) The Parties , it being understood that the final form and content of any such release or announcement, to the extent so required, shall mutually agree upon and, as promptly as practicable after be at the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance final discretion of the Signing Press Releasedisclosing party; provided, that Parent may include disclosures relating to the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) transactions contemplated hereby in its periodic filings with the Signing Press Release SEC without seeking consent from, or consulting with, any other party, so long as such disclosures are not inconsistent with the information contained in previous press releases, public disclosures or public statements made jointly by Parent, BioLite and a description of this Agreement as required BioKey (or made individually by Federal Securities LawsBioLite, which BioKey, or Parent, if previously consented to by the Company shall reviewother party); provided, comment upon and approve finally, that (which approval i) BioLite shall not be unreasonably withheld, conditioned required to provide Parent or delayed) prior BioKey any such opportunity to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, review or comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions receipt and existence of a BioLite Acquisition Proposal and matters related thereto or a BioLite Adverse Recommendation Change or other communications contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holdersSection 7.4(b), and (ii) BioKey shall not be required to provide Parent or BioLite any such other matters as may be reasonably necessary opportunity to review or advisable comment in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf receipt and existence of a Party to any third party and/ BioKey Acquisition Proposal and matters related thereto or any Governmental Authority in connection with the transactions a BioKey Adverse Recommendation Change or other communications contemplated herebyby Section 7.5(b).
Appears in 2 contracts
Sources: Merger Agreement (American BriVision (Holding) Corp), Agreement and Plan of Merger (American BriVision (Holding) Corp)
Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser and Closing, the Company and Longview or, after the Closing, Longview; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is any Longview Party, or Longview, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable best efforts to allow consult with Longview and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby.
(b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and Longview prior to the execution 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 (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser Longview shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve Longview shall consider such comments in good faith. The Company, on the one hand, and Longview, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor Longview, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Longview shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Longview Acquisition Corp. II), Business Combination Agreement (Longview Acquisition Corp.)
Public Announcements. (a) The Not later than two business days following the execution of this Agreement, the Company shall announce the entry into this Agreement and the material terms hereof by means of a mutually agreed upon press release in substantially the form attached hereto as Exhibit A or as otherwise agreed to by the Parties agree that during (the Interim Period no public "Press Release"). Prior to the issuance of the Press Release, the Parties shall not issue any press release, public announcement or other public statement (including, without limitation, in any filing or announcement concerning required under the Exchange Act) regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by take any Party or any of their Affiliates action that would require public disclosure thereof without the prior written consent of the Purchaser and other Party. No Party or any of its Representatives shall issue any press release, public announcement or other public statement (including, without limitation, in any filing required under the Company (which consent shall not be unreasonably withheld, conditioned or delayed)Exchange Act) concerning the subject matter of this Agreement inconsistent with the Press Release, except as such release or announcement may be required by applicable Law law, rule or regulation or the rules of the NYSE American or regulations with the prior written consent of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, Party and arrange for any required filing otherwise in accordance with respect to, such release or announcement in advance of such issuancethis Agreement.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no Not later than the third (3rd) Business Day after two business days following the execution of this Agreement, the Investors shall file with the SEC an amendment to that certain Schedule 13D of the Investors dated June 5, 2017 (the "Schedule 13D Amendment"), such Schedule 13D Amendment to be in compliance with Section 13 of the Exchange Act, reporting Investor's entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto. The Investors shall provide the Company and its Representatives with a reasonable opportunity to review and comment on the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives.
(c) Not later than four business days following the execution of this Agreement, the Company shall file with the SEC a Current Report on Form 8‑K reporting its entry into this Agreement and appending this Agreement and the Mutual Press Release as an exhibit thereto (the "Form 8-K"). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) shall be consistent with the Closing Mutual Press Release and the terms of this Agreement. The Company shall provide the Investors and its Representatives with a description reasonable opportunity to review and comment on the Form 8-K prior to its filing with the SEC and consider in good faith any comments of the Closing as required by Federal Securities Laws which the Seller Representative Investors and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyits Representatives.
Appears in 2 contracts
Sources: Settlement Agreement (Owens Realty Mortgage, Inc.), Settlement Agreement (Owens Realty Mortgage, Inc.)
Public Announcements. (a) The Parties parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party party or any of their Affiliates without the prior written consent of the Purchaser and Company, OAC and, after the Company Closing, the OAC Representative (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party party shall use commercially reasonable efforts to allow the other Parties Company, OAC and, after the Closing, the OAC Representative reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties Company and OAC shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser OAC shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities applicable securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties Company and the OAC Representative (or if prior to the Closing, OAC) shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Company shall file a current report Current Report on Form 8-K (the “Closing Filing”) on behalf of itself and OAC with the Closing Press Release and a description of the Closing as required by Federal Securities Laws applicable securities Laws, which the Seller Representative and the Purchaser OAC Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party party shall, upon request by any other Partyparty, furnish the Parties parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Aina Le'a Inc.), Merger Agreement (Origo Acquisition Corp)
Public Announcements. (a) The Parties agree Each of the Company, Guarantor, Parent and Merger Sub agrees that during the Interim Period no public release, filing release or announcement concerning this Agreement or the Ancillary Documents or Transactions (including any communication required to be filed with the transactions contemplated hereby or thereby SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) shall be issued by any Party party or any of their Affiliates its parent company or Subsidiaries without the prior written consent of the Purchaser Company and the Company Parent (which consent shall not be unreasonably withheld, conditioned 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 exchangeexchange or Governmental Entity to which the relevant party is subject, in which case the applicable Party party required to make the release or announcement shall use commercially its reasonable best efforts to allow the each other Parties party reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such issuance.
(b) . The Parties shall mutually Company, Parent and Merger Sub agree upon and, as promptly as practicable after that the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a initial press release announcing the execution and delivery of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Releaseshall be a joint press release of, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) issued prior to filing the approval of each of, the Company, on the one hand, and Parent or Guarantor, on the other hand. Notwithstanding the foregoing provisions of this Section 5.06, (with i) Guarantor, Parent, the Parent Representatives, the Company reviewingand the Company Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public releases or announcements concerning the Transactions that are not inconsistent with previous press releases or announcements made by Parent and/or the Company in compliance with this Section 5.06, commenting upon and approving such Signing Filing in any event no later than the third (3rdii) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andGuarantor, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseParent, the Purchaser shall file a current report on Form 8-K (Parent Representatives, the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company and the Purchaser Representative shall reviewCompany Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public statements in response to specific questions by the press, comment upon analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Company and approve Parent or Guarantor and do not reveal material, non-public information regarding the other parties, the Merger or the other Transactions and (which approval iii) the restrictions set forth in this Section 5.06 shall not apply to any release or announcement made or proposed to be unreasonably withheld, conditioned or delayed) prior to filing. In made in connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Releasewith, or any other reportin response to, statement, filing notice or application made by or on behalf a Change of a Party to any Governmental Authority or other third party Board Recommendation that is effected in connection compliance with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebySection 5.03.
Appears in 2 contracts
Sources: Merger Agreement (Concur Technologies Inc), Merger Agreement (Concur Technologies Inc)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company Stockholder and the Purchaser Representative Disinterested Director Majority shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Megalith Financial Acquisition Corp), Merger Agreement (Customers Bancorp, Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing statement, filing, announcement or announcement other public communication concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby thereby, including the existence or status thereof, shall be issued by any Party or any of their its Affiliates without the prior written consent of the Purchaser SPAC and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable reasonably efforts to allow SPAC, Pubco and the other Parties Company, reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Blue Acquisition Corp/Cayman), Business Combination Agreement (Willow Lane Acquisition Corp.)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco and SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which the Seller Representative and the Purchaser Representative Sponsor shall review, comment upon and approve (which approval shall not be unreasonably be withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated herebyTransactions, and no filing or submission thereof shall be made until both the Company and SPAC (and from and after the Closing, the Sponsor) consent thereto (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Sources: Business Combination Agreement (Two), Business Combination Agreement (Two)
Public Announcements. (a) The Parties agree that during Promptly following the Interim Period no public releaseexecution of this Agreement, filing or announcement concerning the Company and the MRMP Stockholders shall announce this Agreement by means of a mutually agreed press release in substantially the form attached hereto as Exhibit A (the “Press Release”). During the Standstill Period, neither the Company nor the MRMP Stockholders shall make or cause to be made any public announcement or statement with respect to the subject of this Agreement that is inconsistent with or contrary to the statements made in the Press Release, except as required by law or the Ancillary Documents rules of any stock exchange or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without with the prior written consent of the Purchaser other Party. The Company acknowledges and agrees that the Company MRMP Stockholders will file this Agreement and file or furnish the Press Release with the SEC (which consent shall not be unreasonably withheld, conditioned or delayed), except i) as such release or announcement may be required by applicable Law or an exhibit to an amendment to its Schedule 13D (the rules or regulations “MRMP Stockholders 13D/A”) within two (2) business days of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement and (but in ii) pursuant to any event within four (4) Business Days thereafter), issue securities and/or exchange rules and regulations that are applicable to the MRMP Stockholders. The Company shall be given a press release announcing reasonable opportunity to review and comment on the execution of MRMP Stockholders 13D/A with respect to this Agreement (prior to the “Signing Press Release”). Promptly after filing with the issuance SEC, and the MRMP Stockholders shall give reasonable consideration in good faith to any reasonable comments of the Signing Company. The MRMP Stockholders each acknowledge and agree that the Company will file this Agreement and file or furnish the Press Release, Release with the Purchaser shall file SEC (i) as exhibits to a current report Current Report on Form 8-K (the “Signing FilingCompany 8-K”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation business days of the transactions contemplated by execution of this Agreement and (ii) pursuant to any securities and/or exchange rules and regulations that are applicable to the “Closing Press Release”)Company. Promptly after The MRMP Stockholders shall be given a reasonable opportunity to review and comment on the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (made by the “Closing Filing”) Company with respect to this Agreement prior to the filing with the Closing Press Release SEC, and a description the Company shall give reasonable consideration in good faith to any reasonable comments of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyMRMP Stockholders.
Appears in 2 contracts
Sources: Cooperation and Support Agreement (Barnwell Industries Inc), Cooperation and Support Agreement (Sherwood Ned L)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Pubco, SPAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable best efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties Pubco, SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) two Business Days thereafter), issue a press release in the Agreed Form announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four Business Days after the execution of this Agreement), the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal U.S. Securities Laws, which Pubco and the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which provided to the Company reviewing, commenting upon for review and approving such Signing Filing in any event comment no later than two Business Days prior to the third (3rd) Business Day after the execution of this AgreementSigning Filing). The Parties SPAC and the Company shall mutually agree upon and, as promptly as practicable after the Share Contribution Closing (but in any event within four (4) two Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 86-K (the “Closing Filing”) with the Closing Press Release and a description of the First Merger Closing, the Second Merger Closing and/or the Share Contribution Closing as required by Federal U.S. Securities Laws which the Seller Representative and the Purchaser Representative SPAC shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated herebyTransactions.
Appears in 2 contracts
Sources: Business Combination Agreement (OpSec Holdings), Business Combination Agreement (Investcorp Europe Acquisition Corp I)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)Closing, issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseRelease (but in any event within four (4) Business Days after the Closing), the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Hennessy Capital Investment Corp. VII), Business Combination Agreement (Inflection Point Acquisition Corp. II)
Public Announcements. (a) The Parties agree that during Each of the Interim Period no parties hereto will cooperate with each other in the development and distribution of all news releases and other public release, filing or announcement concerning this Agreement or information disclosures with respect to the Ancillary Transaction Documents or and any of the transactions contemplated hereby and thereby, including any communications to the employees and customers of the Company and its Affiliates. Without limiting the foregoing, except as otherwise permitted in the next sentence, no party hereto will make (and each party will use its commercially reasonable efforts to ensure that its Affiliates and Representatives do not make) any such news release or thereby public disclosure without first consulting with the other parties hereto and, in each case, also receiving each other party’s consent (which shall not be unreasonably withheld or delayed). In the event a party hereto is advised by its outside legal counsel that a particular disclosure is required by Law, such party shall be issued permitted to make such disclosure but shall be obligated to use its reasonable best efforts to consult with the other parties hereto and take their comments into account with respect to the content of such disclosure before issuing such disclosure.
(b) The Company shall, by 9:00 a.m. New York City time, on the first (1st) Business Day immediately following the date of this Agreement, issue one or more press releases (collectively, the “Press Release”) disclosing all material terms of the transactions contemplated hereby and by the other Transactions Documents and any Party other material, nonpublic information that the Company may have provided any Investor at any time prior to the filing of the Press Release. From and after the issuance of the Press Release, no Investor shall be in possession of any material, non-public information received from the Company, any Company Subsidiary or any of their Affiliates respective officers, directors, employees or representatives or the Placement Agents. On or before 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Agreement, the Company will file a Current Report on Form 8-K with the SEC describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents). If, following public disclosure of the transactions contemplated hereby, this Agreement terminates prior to Closing, the Company shall issue a press release disclosing such termination by 9:00 a.m., New York City time, on the first (1st) Business Day following the date of such termination. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor or any Affiliate or investment adviser of any Investor, or include the name of any Investor or any Affiliate or investment adviser of any Investor in any press release or in any filing with the SEC (other than a Shelf Registration Statement) or any regulatory agency or stock exchange, without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)such Investor, except (i) as such release or announcement may be required by applicable Law the federal securities law in connection with (A) any Shelf Registration Statement contemplated hereby and (B) the filing of final Transaction Documents with the SEC and (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or the rules regulatory agency or regulations of any securities exchangeunder stock exchange regulations, in which case the applicable Party Company shall use commercially reasonable efforts to allow provide the other Parties reasonable time to comment on, and arrange for any required filing Investors with respect to, such release or announcement in advance prior written notice of such issuancedisclosure permitted under this subclause (ii).
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Atlantic Capital Bancshares, Inc.), Stock Purchase Agreement (First Security Group Inc/Tn)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of SPAC, Holdings and the Company, except as such release release, filing or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to have the opportunity to comment on, and arrange for any required filing with respect to, such release release, filing or announcement in advance of such issuance.
(b) The Parties SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall have the opportunity to review, comment upon and approve prior to filing (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with ). SPAC and the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)Closing, issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Holdings shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing Transactions as required by Federal Securities Laws which SPAC shall have the Seller Representative and the Purchaser Representative shall opportunity to review, comment upon and approve prior to filing (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby).
Appears in 2 contracts
Sources: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)
Public Announcements. (a) The Parties parties agree that during GRNQ shall be entitled to issue a press release (the Interim Period no public release, filing “Press Release”) and one or more Form 8-Ks with respect to the announcement concerning of this Agreement and the transactions contemplated hereby (the “Announcements”); provided that unless required by Applicable Law or stock exchange requirements, in no event shall such Announcements disclose the Ancillary Documents shareholders of GRBV. GRNQ shall prepare the initial draft of any such Press Release, provide GRBV with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and comment thereon, 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 provided in the preceding sentence with respect to the Announcements, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby or thereby shall and, except for any press releases and public statements the making of which may be issued required by any Party Applicable Law or any listing requirement of their Affiliates any national securities exchange, both parties shall not issue any such press release or make any such public statement without the prior written consent of the Purchaser and the Company GRBV (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as GRBV shall not issue any such press release or make any such public statement without the prior consent of GRNQ, and no such press release or public announcement may be shall disclose the shareholders of GRBV unless required by applicable Applicable Law or stock exchange requirements; provided, however, that if disclosure is required by Applicable Law, both parties shall, to the rules or regulations of any securities exchangeextent reasonably possible, in which case the applicable Party shall use commercially reasonable efforts to allow provide the other Parties reasonable time to comment on, and arrange for any required filing parties with respect to, such release or announcement in advance prompt notice of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) requirements prior to filing (with the Company reviewingmaking any disclosure so that such other parties may seek an appropriative protective order; provided, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day further, that after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of 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 provisions of this Agreement (Section 6.3 or that are required to be disclosed pursuant to the “Closing Press Release”). Promptly after the issuance of the Closing Press Release1933 Act, the Purchaser shall file a current report on Form 8-K (1934 Act or the “Closing Filing”) with the Closing Press Release and a description requirements of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebynational securities exchange.
Appears in 2 contracts
Sources: Sale & Purchase Agreement (Greenpro Capital Corp.), Sale & Purchase Agreement (Greenpro Capital Corp.)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of CAC, Pubco and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser CAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with a draft of which provided to the Company reviewingfor review, commenting upon comment and approving such Signing Filing in any event approval no later than the third two (3rd2) Business Day Days after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 86-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative CAC shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyTransactions.
Appears in 2 contracts
Sources: Business Combination Agreement (Wisekey International Holding S.A.), Business Combination Agreement (Columbus Acquisition Corp/Cayman Islands)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report Current Report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Purchaser providing the draft Signing Filing to the Company on the date of the execution of this Agreement and the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third second (3rd2nd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report Current Report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Sellers shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling (with the Sellers reviewing, commenting upon and approving such Closing Filing in any event no later than the second (2nd) Business Day after the Closing). In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Share Exchange Agreement (iFresh Inc), Share Exchange Agreement (China Commercial Credit Inc)
Public Announcements. (a) The Subject to this Section 5.4(a), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives or Affiliates shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser and Closing, the Company and SPAC or, after the Closing, SPAC; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with the rules Company, if the disclosing party is any SPAC Party, or regulations of any securities exchangewith SPAC, if the disclosing party is the Company, prior to making such announcement or other communication, to review such announcement or communication and to give such non-disclosing party the opportunity to comment thereon, in which case the applicable disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any time limits imposed thereby in relation to making such announcement or other communication, use commercially reasonable best efforts to allow consult with SPAC prior to making such announcement or other communication and to consider any comments of SPAC thereon in good faith, (ii) to the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.4, and arrange for (iii) to Governmental Entities in connection with any Consents required filing to be made under this Agreement, the Ancillary Documents or in connection with respect tothe transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, such release the Parties agree that the SPAC Parties, the Sponsor and their respective Representatives may provide general information about the subject matter of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby to any direct or announcement indirect current or prospective investor or in advance of such issuanceconnection with normal fund raising or related marketing or informational or reporting activities.
(b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, as promptly as practicable after be a joint press release in the form agreed by the Company and SPAC prior to the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a and such initial press release announcing the execution of this Agreement (the “Signing Press Release”)) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the issuance execution of the Signing Press Releasethis Agreement, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve SPAC shall consider such comments in good faith. The Company, on the one hand, and SPAC, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor SPAC, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser SPAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and Release, a description of the Closing and the required pro forma financial statements and the historical financial statements prepared by the Company and its accountants, in each case, as required by Federal Securities Laws Laws, which the Seller Representative Company shall have the opportunity to review and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingfiling and SPAC shall consider such comments in good faith. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection filing.
(c) In the event that Section 5.4(a) conflicts with Section 5.4(b), then Section 5.4(b) shall govern and control solely to the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf extent of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebysuch conflict.
Appears in 2 contracts
Sources: Business Combination Agreement (Atlantic Coastal Acquisition Corp. II), Business Combination Agreement (Phoenix Biotech Acquisition Corp.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing Contemporaneously with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution and delivery of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, the parties 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 “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser parties hereto shall file a current report on Form 8-K consult with one another prior to issuing any press release or otherwise making any public communications (the “Signing Filing”other than required filings addressed in clause (ii) below) in connection with the Signing Press Release and a description of Merger or the other transactions contemplated by this Agreement as required by Federal Securities Laws, which the Company and shall review, comment upon provide each other with a meaningful opportunity to review and approve (which such approval shall not to be unreasonably withheld, conditioned withheld or delayed) any such press releases or other public communications, and (ii) prior to filing 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 reviewingand its Subsidiaries, commenting upon and approving to their financing sources, including lenders; provided, that such Signing Filing financing sources execute reasonable confidentiality agreements with respect to such information. Notwithstanding anything to the contrary in this Agreement or in any event no later than other written or oral understanding or agreement to which the third (3rd) Business Day after parties hereto are parties or by which they are bound, each party may disclose to any Person, without limitation of any kind, the execution tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement). The Parties shall mutually agree upon and; provided, as promptly as practicable after however, that no party (nor any Representative thereof) may disclose any information that is not necessary to understanding the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation tax treatment and tax structure of the transactions contemplated by this Agreement (including the “Closing Press Release”). Promptly after the issuance identity of the Closing Press Release, parties and any information that could lead another Person to determine the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description identity of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayedparties) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice information to the extent that such disclosure could result in a violation of any federal or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebystate securities Law.
Appears in 2 contracts
Sources: Merger Agreement (Edison Schools Inc), Merger Agreement (Edison Schools Inc)
Public Announcements. (a) The Parties agree that during Acquiror shall promptly, but no later than three days following the Interim Period no public releaseeffective date of this Agreement, filing or announcement concerning issue a press release disclosing the transactions contemplated hereby. Between the date of this Agreement and the Closing Date, the Company and the Acquiror shall consult with each other in issuing any other press releases or otherwise making public statements or filings and other communications with the Ancillary Documents Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and neither party shall issue any such press release or thereby shall be issued by otherwise make any Party such public statement, filings or any of their Affiliates other communications without the prior written consent of the Purchaser and the Company (other, which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement may that no prior consent shall be required if such disclosure is required by law or applicable Law or regulations and/or regulator, including, in the rules or regulations case of any securities exchangethe Shareholder, the Hong Kong Stock Exchange, in which case the applicable Party disclosing party shall use commercially reasonable efforts to allow provide the other Parties party with prior notice of such public statement, filing or other communication and shall incorporate so far as practicable, into such public statement, filing or other communication the reasonable time to comment oncomments of the other party. After the Closing Date, the Acquiror shall consult with the Acquiror Nominees in issuing any press releases or otherwise making public statements or filings and arrange for other communications with the Commission or any required filing regulatory agency or stock market or trading facility with respect to, to the transactions contemplated hereby and the Acquiror shall not issue any such press release or announcement in advance of otherwise make any such issuance.
(b) The Parties shall mutually agree upon andpublic statement, as promptly as practicable after filings or other communications without the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance prior written consent of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities LawsAcquiror Nominees, which the Company shall review, comment upon and approve (which approval consent shall not be unreasonably withheld, conditioned withheld or delayed) , except that no prior to filing (with consent shall be required if such disclosure is required by law or applicable regulations and/or regulator, in the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation case of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseShareholder, the Purchaser Hong Kong Stock Exchange, in which case the Acquiror shall file a current report on Form 8-K (provide the “Closing Filing”) Acquiror Nominees with the Closing Press Release and a description prior notice of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, such public statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers communication and equity holders, and shall incorporate so far as practicable into such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, public statement, filing, notice filing or application made by or on behalf other communication the reasonable comments of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyAcquiror Nominees.
Appears in 2 contracts
Sources: Sale and Purchase Agreement (Metaphor Corp.), Sale and Purchase Agreement (Metaphor Corp.)
Public Announcements. (a) The Parties agree No later than one business day following the Effective Date, the Company shall announce the entry into this Agreement and the material terms hereof by means of press release that during is mutually agreeable to the Interim Period no public Company and GVIC (the “Press Release”). Prior to the issuance of the Press Release, neither the Company nor GVIC nor any of their respective Affiliates or Associates shall issue any press release, public announcement or other public statement (including, without limitation, in any filing or announcement concerning required under the Exchange Act) regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by take any Party or any of their Affiliates action that would require public disclosure thereof without the prior written consent of the Purchaser and other parties hereto. Neither the Company nor GVIC nor any of their respective Affiliates or Associates shall issue any press release, public announcement or other public statement (which consent shall not be unreasonably withheldincluding, conditioned or delayedwithout limitation, in any filing required under the Exchange Act) concerning the subject matter of this Agreement inconsistent with the Press Release and Public Filings (as defined below), except as such release or announcement may be required by law or applicable Law or the rules or regulations of any securities exchangestock exchange listing rules; provided, in which case the however, that unless prohibited under applicable Party shall use commercially reasonable efforts law, such party must provide written notice to allow the other Parties reasonable time party at least two (2) business days prior to comment onmaking any such statement or disclosure required under applicable law or stock exchange listing rule that would otherwise be prohibited by the provisions of this Section 6, and arrange for reasonably consider any required filing with respect to, such release or announcement in advance comments of such issuanceother party. For the avoidance of doubt, this Section 6 will not apply in connection with any actual or threatened Legal Proceeding to enforce the terms of this Agreement.
(b) The Parties shall mutually agree upon and, as promptly as practicable after Promptly following the execution of this Agreement Agreement, and, no later than two (but in any event within four (42) Business Days thereafter), issue a press release announcing business days following the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseEffective Date, the Purchaser Company shall file a current report Current Report on Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement (together with the Press Release, the “Signing FilingPublic Filings”) with the Signing Press Release ). The Company and a GVIC shall mutually agree to any summary description of this Agreement as required by Federal Securities Laws, which used to describe this Agreement in the Public Filings. The Company shall review, provide GVIC with a reasonable opportunity to review and comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) on the Public Filings prior to filing (them being filed with the Company reviewing, commenting upon SEC and approving such Signing Filing consider in good faith any event no comments of GVIC.
(c) No later than two (2) business days following the third (3rd) Business Day after Effective Date, GVIC shall file with the execution SEC a Schedule 13D in compliance with Section 13 of the Exchange Act reporting its entry into this Agreement and appending this Agreement as an exhibit thereto or incorporating this Agreement by reference from the Public Filings. The Schedule 13D shall be consistent with the terms of this Agreement). The Parties GVIC shall mutually agree upon and, as promptly as practicable after provide the Closing (but Company with a reasonable opportunity to review and comment on the Schedule 13D prior to being filed with the SEC and consider in good faith any event within four (4) Business Days thereafter), issue a press release announcing the consummation comments of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyCompany.
Appears in 2 contracts
Sources: Cooperation Agreement (Rocky Mountain Chocolate Factory, Inc.), Cooperation Agreement (Global Value Investment Corp.)
Public Announcements. (a) The Parties agree that during Until the Interim Period no Closing, neither Party shall make any press release or other public releaseannouncement regarding the existence of this Agreement, filing or announcement concerning this Agreement or the Ancillary Documents contents hereof or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and other Party; provided, however, that the Company (which consent foregoing shall not be unreasonably withheldrestrict disclosures by Purchaser or Seller which are (a) necessary, conditioned or delayed)upon advice of counsel, except as for such release or announcement may be required disclosing Party to comply with by applicable Law securities or other Laws or regulations or the applicable rules or regulations of any securities exchange, in which case stock exchange having jurisdiction over the applicable disclosing Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
its Affiliates or (b) The Parties shall mutually agree upon andnecessary for a Party to perform this Agreement, as promptly as practicable after the execution of this Agreement including disclosures to Governmental Bodies, a Party’s attorneys, lenders or financial advisors (but in any event within four (4) Business Days thereafterprovided that such attorneys, lenders or advisors are obligated to keep such information confidential), issue a press release announcing the execution or third parties holding preferential rights to purchase, rights of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not consent or other rights that may be unreasonably withheld, conditioned or delayed) prior applicable to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the 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 existence and contents of this Agreement and the transactions contemplated hereby to the Standard & Poor’s and ▇▇▇▇▇’▇ rating agencies (the “Closing Press Release”provided that such agencies are obligated to keep such information confidential). Promptly At or after the issuance of the Closing Press ReleaseClosing, the content of any press release or public announcement shall be subject to the prior review and reasonable approval of Seller and Purchaser. Notwithstanding the foregoing, Seller acknowledges and agrees that Purchaser shall file is required to make a current report on Form 8-K (the “Closing Filing”) public announcement and filing with the Closing Press Release Securities and a description of the Closing as required by Federal Securities Laws which the Seller Representative Exchange Commission (regarding this Agreement and the Upstream Purchase Agreement and the transactions contemplated hereby and thereby), including filing said agreements. Purchaser Representative shall review, will provide Seller with a reasonable opportunity to review and comment upon such public announcement and approve filing, including all exhibits thereto (which approval shall not be unreasonably withheld, conditioned or delayedand will consider Seller’s reasonable comments timely made thereto) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyrelease.
Appears in 2 contracts
Sources: Membership Interest Purchase and Sale Agreement (Legacy Reserves Inc.), Membership Interest Purchase and Sale Agreement (Legacy Reserves Lp)
Public Announcements. (a) 13.1 The Parties agree acknowledge that during the Interim Period no public release, filing or Company’s initial announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to customers, suppliers, investors, employees, and otherwise (the “Closing Press ReleaseInitial Announcement”) and the timing thereof has been agreed by the Parties, including a press release and filing under Rule 425 under the Securities Act and, to the extent that the Company is subject to Exchange Act reporting obligations, a Form 6-K, in each case, to be filed by the Company promptly after the date hereof with this Agreement and the Warrant as exhibits thereto (but for the sake of clarity excluding any agreements related to the Commercial Agreements) but redacted as has been agreed by the Parties (the “Form 6-K”). Promptly after Other than the issuance transmission of the Closing Press Release, Initial Announcement at the Purchaser shall file a current report on Form 8-K (time mutually agreed upon by the “Closing Filing”) with the Closing Press Release Parties and a description filing of the Closing Form 6-K, except as required by Federal Securities Laws the Commercial Agreements, Applicable Law or by the rules or requirements of any stock exchange on which the Seller Representative securities of a party are listed, no Party shall make, or cause to be made, or permit any of its Affiliates to make, any press release or public announcement or other similar communications in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned, or delayed) of the other party, to the extent such release, announcement, or communication relates to the transactions contemplated hereby or by any of the other Transaction Documents. Notwithstanding the foregoing, no party shall be required to receive the consent of the other party to any release, announcement, or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement, or communication includes information (i) with respect to the transactions contemplated hereby or by any of the other Transaction Documents that is substantially the same as the Initial Announcement, provided that such release, announcement, or communication follows the Initial Announcement; (ii) that is substantially the same as releases, announcements, or other communications previously consented to by the other party in accordance with this Section 13; (iii) that is required to be disclosed under IFRS; (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 6-K, Form 20-F, Schedule 14A, or other disclosure required by the Commission, the Principal Trading Market, or other Governmental Entity to be made by Amazon or the Company in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Purchaser Representative Transaction Documents or any transaction contemplated thereby and contains any information not included with the Initial Announcement or releases, announcements, or other communications previously consented to by the other party in accordance with this Section 13.1 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure shall reviewbe subject to: (A) the prior consent of the other party (unless it is required to be in such form under Applicable Law), comment upon and approve (which approval shall not be unreasonably withheld, conditioned conditioned, or delayed, and (B) prior a reasonable opportunity to filing. In connection with propose revisions by the preparation other party, and which revisions such party shall make absent a reasonable basis for objection (and shall provide the other party prompt notice of any such objection and the basis therefor and a reasonable opportunity to consider and discuss such objection).
13.2 Without limiting the foregoing, in recognition of the Signing Press Releaseimportance to the Company and Amazon of taking appropriate steps to maintain the confidentiality of agreements between the parties from the parties’ customers, competitors, and suppliers, in the event that the Company is requested by the Commission, the Signing Filing, the Closing Filing, the Closing Press ReleasePrincipal Trading Market, or any other reportregulatory body or stock exchange (the Commission, statementthe Principal Trading Market, filing notice and each such other regulatory body or application made by stock exchange, a “Disclosure Agency”), or on behalf of legally required to file or otherwise submit any agreement to which Amazon is a Party party other than this Agreement and the Warrant (each a “Disclosable Agreement”), or any excerpt from, summary of, or information relating to any Governmental Authority Disclosable Agreement with or other third party to a Disclosure Agency, the filing or submission of which involves or could result in public disclosure of such Disclosable Agreement or excerpt therefrom, summary thereof, or information relating thereto, the Company will (1) promptly notify Amazon of such request or requirement to file or otherwise submit the Disclosable Agreement or any excerpt therefrom, summary thereof, or information relating thereto and any applicable deadline for making such filing or submission, (2) use reasonable efforts to persuade the Disclosure Agency that the Company is not required to file or otherwise submit the Disclosable Agreement in connection with Applicable Laws, and, to the transactions contemplated herebyextent such efforts are not successful, (3) provide Amazon with a reasonable opportunity to request (i) a redaction of any information in the Disclosable Agreement or excerpt therefrom, summary thereof, or information relating thereto (in addition to any redactions proposed by the Company) prior to filing or submitting such Disclosable Agreement, excerpt therefrom, summary thereof, or information relating thereto, and (ii) if requested or required by the Disclosure Agency, the submission of one or more confidential treatment requests in support of such redactions with such arguments as requested by Amazon, including in response to any comments or requests for information issued by the applicable Disclosure Agency, to which, in each Party shallcase, upon request the Company shall agree absent a reasonable basis for objection (and shall provide Amazon prompt notice of any such objection and the basis therefor and a reasonable opportunity to consider and discuss such objection with the Company), (4) provide Amazon (i) with copies of any comments and all other communications received from the applicable Disclosure Agency with respect to the Disclosable Agreement or confidential treatment thereof (including a reasonable summary of any oral communications or other comments received other than in writing) as promptly as reasonably practicable and (ii) with the Company’s proposed response to such comments at least three Business Days before such response is submitted to the applicable Disclosure Agency, and (5) provide Amazon with a reasonable opportunity to propose revisions within such time period to such proposed response as requested by Amazon, and which revisions the Company shall make absent a reasonable basis for objection (and shall provide Amazon prompt notice of any such objection and the basis therefor and a reasonable opportunity to consider and discuss such objection with the Company), and as applicable, use its commercially reasonable efforts in responding to any such comments in order to pursue assurance that confidential treatment will be granted. The Company will not file any Disclosable Agreement, any excerpt therefrom, summary or portion thereof, or information relating thereto with any Governmental Entity or regulatory body, including any Disclosure Agency, or disclose any other Partyconfidential and/or commercially sensitive information in any manner, furnish except to the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyextent (i) permitted above, or (ii) the Company determines in good faith based on the written advice of outside counsel that making such filing or submission without adhering to the requirements set forth above is necessary to comply with Applicable Law. Notwithstanding anything in Section 15.5 of this Agreement to the contrary, the provisions of this Section 13.2 will survive for so long as any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority Commercial Agreements remain in connection with the transactions contemplated herebyeffect.
Appears in 2 contracts
Sources: Supplemental Agreement (Einride AB), Supplemental Agreement (Einride AB)
Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree shall, and the Parties shall procure that during the Interim Period no none of their respective Representatives shall, issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser Closing, the Company and Bannix or, after the Closing, the Company and the Company 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 (which consent shall not be unreasonably withheldi) if such press release, conditioned public announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to 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 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, 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 announcement or communication and shall use commercially reasonable efforts consider any such comments in good faith, or (B) after the Closing, the disclosing Party or its applicable Representatives shall, unless and to allow the other Parties reasonable time extent prohibited by such applicable Law, (x) if the disclosing Person is 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 onon such press release, public 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 arrange for (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 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 Governmental Entities in connection with any Consents required filing to be made under this Agreement, the Ancillary Documents or in connection with respect tothe transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, such release the Parties agree that Bannix and its Representatives may provide general information about the subject matter of this Agreement and the transactions contemplated hereby to any direct or announcement indirect former, current or prospective investor or in advance of such issuanceconnection with normal fund raising or related marketing or informational or reporting activities.
(b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and Bannix prior to the execution 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 (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser Bannix shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve Bannix shall consider such comments in good faith. The Company, on the one hand, and Bannix, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor Bannix, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date (or such other date as may be mutually agreed to in writing by Bannix and the Company prior to the Closing), the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Bannix shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which Closing Filing shall be mutually agreed upon by the Seller Representative Company and Bannix prior to the Purchaser Representative shall review, comment upon and approve Closing (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filingdelayed by either the Company or Bannix, as applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (Bannix Acquisition Corp.), Business Combination Agreement (Bannix Acquisition Corp.)
Public Announcements. (a) The Parties agree that during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser, Pubco, and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Business Combination Agreement (American Resources Corp), Business Combination Agreement (AI Transportation Acquisition Corp)
Public Announcements. (a) The Parties agree that during 11.13.1 In connection with the Interim Period no public release, filing or announcement execution of and concerning this Agreement or the Ancillary Documents transactions contemplated hereby, each party and its respective Affiliates shall have the right to make such public disclosure and/or filings with Governmental Authorities (including any stock exchange) as it may deem necessary to comply with Applicable Laws or to the extent requested (including to obtain consents and approvals required for the consummation of the transactions contemplated hereby) by a Governmental Authority (including any stock exchange) including, as applicable, filing unredacted copies of this Agreement and any other agreement it deems necessary and any schedule, annex or exhibit thereto (“Required Disclosure”), provided, however, that the disclosing party shall make reasonable attempts to redact or otherwise limit such Required Disclosure in such manner as may be agreed to between the parties, each acting in their own reasonable self-interest. In the case where the term “Required Disclosure” could include disclosure that is not limited to information concerning this Agreement and the transactions contemplated hereby, the term is deemed to apply only to the information concerning this Agreement, the Definitive Agreements or the transactions contemplated hereby or thereby thereby. The disclosure of the Confidential Information contained in this Agreement in accordance with this Section 11.13 shall not be issued considered a breach of Section 11.5.
11.13.2 With respect to any Required Disclosure, (i) the disclosing party shall give to the other parties prior notice of the timing and content of any such Required Disclosure, (ii) the disclosing party will provide the other parties with written particulars so that the other parties may seek a protective order or other appropriate remedy or may waive compliance with the provision, and (iii) the disclosing party will work with the other party in good faith to limit, to the extent permitted by Applicable Laws (including the rules of any Party stock exchange), the disclosure of information for which the non-disclosing party has provided the disclosing party with a specific request regarding the nature and scope of such limitation and the reasons therefor. The disclosing party shall assist the other parties in obtaining any protective order or other appropriate remedy that the other parties or any of their Affiliates without may seek, at its own costs, for the prior written consent purpose of preventing disclosure of any of the Purchaser and Confidential Information. If such a protective order or other remedy is not obtained, or if the Company (which consent shall not be unreasonably withheldother parties waive compliance with this provision, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall disclosing party will still use commercially reasonable commercial efforts to allow limit the other Parties disclosure of the Confidential Information and to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. The use of the term “Confidential Information” in this Section 11.13 is deemed limited to the extent consistent with Applicable Law as determined in the disclosing party’s reasonable time to comment on, and arrange for any required filing judgement. The requirements of this Section 11.13.2 will be deemed satisfied with respect to, such release or announcement in advance of such issuanceto any prospective disclosure that is consistent with any prior disclosure not inconsistent with this Section 11.13 at the time it was made.
(b) The Parties 11.13.3 Press releases, if any, shall mutually agree upon andbe jointly planned and co-ordinated by the parties with respect to the content, as promptly as practicable after the execution time and manner of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyrelease.
Appears in 1 contract
Sources: Securities Purchase Agreement (AbitibiBowater Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as As promptly as practicable after execution of this Agreement, the Buyer will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (but in any event within four (4) Business Days thereafter“Signing Form 8-K”), the form and substance of which shall be approved in writing in advance by the Company.
(b) Promptly after the execution of this Agreement, the Buyer and the Company will issue a mutually-agreed joint press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release.
(c) At least ten (10) Business Days prior to Closing, the Purchaser Buyer shall file deliver to the Company a current report draft Current Report on Form 8-K (announcing the “Signing Filing”) Closing, together with, or incorporating by reference, the financial statements prepared by the Acquired Companies and their accountant, and such other information that may be required to be disclosed with respect to the Contemplated Transactions in any report or form to be filed with the Signing Press Release SEC (“Closing Form 8-K”), the form and a description substance of this Agreement as required which shall be approved in advance in writing by Federal Securities Lawsthe Company prior to submission to the SEC. Prior to Closing, which the Buyer and the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue prepare a mutually-agreed joint press release announcing the consummation of the transactions contemplated by this Agreement hereunder (the “Closing Press Release”). Promptly after Concurrently with the issuance of Closing, the Buyer shall issue the Closing Press Release. Concurrently with the Closing, or as soon as practicable thereafter, the Purchaser Buyer shall file a current report on the Closing Form 8-K with the SEC.
(d) Except as otherwise provided herein (including with respect to the “Signing Form 8-K, the Closing Filing”) with Form 8-K, the Signing Press Release and the Closing Press Release and a description of the Closing Release) or as required by Federal Securities Laws which applicable Legal Requirements, none of the Seller Parties shall make any disclosure or permit any of their respective Affiliates to make any disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement unless previously approved by the Buyer, the Company and, after the Closing, the Company Representative and the Purchaser Representative shall reviewin writing, comment upon and approve (which approval shall not be unreasonably withheldconditioned, conditioned withheld or delayed) prior . No Company Equityholder shall, and each Company Equityholder shall cause each of its Affiliates not to, at any time, divulge, disclose or communicate to filing. In connection with others in any manner whatsoever, information or statements which disparage or are intended to disparage the preparation of the Signing Press ReleaseBuyer, the Signing FilingCompany, the Closing Filing, the Closing Press Release, Acquired Companies or any other reportof their respective Affiliates or their respective business reputations; provided, statementhowever, filing notice or application made by or on behalf that (i) any such Party may disclose such terms to its accountants and advisors who have a “need-to-know” solely for the purpose of a Party providing services related to the Contemplated Transactions to such party, and (ii) any institutional Company Equityholder may disclose any information relating to the Contemplated Transactions to any Governmental Authority investor or other third party limited partner of such institutional Company Equityholder to the extent such disclosure is made in the ordinary course of such institutional Company Equityholder’s reporting or review procedure or in connection with the transactions contemplated herebysuch institutional Company Equityholder’s ordinary course fundraising, each Party shallmarketing, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyreporting activities.
Appears in 1 contract
Public Announcements. (a) The Parties agree that during Prior to the Interim Period no public releaseClosing, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (other, which consent shall will not be unreasonably withheld, conditioned delayed or delayedconditioned, none of the Company, the Sellers’ Representative, any of the Sellers or Buyer will issue or make prior to the Closing, any press releases, public announcement, public disclosure and/or filings (including to employees, customers and suppliers of the Acquired Companies) with respect to this Agreement or the Contemplated Transactions, except: (i) for filings or disclosures required by Applicable Laws (including filings pursuant to Section 7.01) (provided, however, to the extent permitted by Applicable Laws and reasonably practicable, the party required to make any such filing or disclosure (in each case if in writing) will have afforded the other parties hereto, for a reasonable period prior to the making of such filing, a reasonable opportunity to review the intended form and substance of such filing (provided that, for the avoidance of doubt, such reviewing party shall not have any consent or approval rights with respect to any such disclosure or filing)); and (ii) Buyer and/or any direct or indirect parent or Affiliate of Buyer shall be permitted to make such press releases, public announcement, public disclosure and/or filings (including with the United States Securities and Exchange Commission) [(provided, however, Buyer will have afforded the other parties, for a reasonable period prior to the making of such release, announcement, disclosure or filing (in each case if in writing), except a reasonable opportunity to review the intended form and substance of such release, announcement, disclosure or filing (provided that, for the avoidance of doubt, such reviewing party shall not have any consent or approval rights with respect to any such release, announcement, disclosure or filing)) and/or provide or participate in interviews (whether for articles, television, radio, podcasts or otherwise) and/or make other media appearances (x) as such release or announcement may be required under any Applicable Laws, (y) as otherwise consistent with past practices of Buyer and/or any direct or indirect parent or Affiliate of Buyer, or (z) in the case of interviews and/or other media appearances, which Buyer and/or any direct or indirect parent or Affiliate of Buyer has discussed with the Chief Executive Officer of the Company prior to such interview or other media appearance. Notwithstanding anything to the contrary herein, the parties hereto acknowledge that Buyer and/or a direct or indirect parent or Affiliate of Buyer shall be permitted to file this Agreement with the United States Securities and Exchange Commission and make disclosures regarding this Agreement and the Contemplated Transactions pursuant to filings with United States Securities and Exchange Commission. No public disclosure of the identities of the Sellers will be made by applicable Law the Company or the rules Buyer or regulations any of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect their respective Subsidiaries prior to, such release at or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution Closing, without the consent of the Sellers’ Representative, except to the extent required by Applicable Laws or otherwise as a result of the filing of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release United States Securities and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, Exchange Commission or any other reportGovernmental Authority; provided, statementhowever, filing notice that to the extent permitted by Applicable Laws and reasonably practicable, 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 the intended form and substance of such disclosure (provided that, for the avoidance of doubt, such reviewing party shall not have any consent or application made by or on behalf of a Party approval rights with respect to any Governmental Authority such disclosure). From and after the Closing, none of the Sellers’ Representative or other third the Sellers will issue or make, prior to the Closing, any press releases, public announcement, public disclosure and/or filings (including to employees, customers and suppliers of the Acquired Companies) with respect to this Agreement or the Contemplated Transactions, except for filings or disclosures required by Applicable Laws (including filings pursuant to Section 7.01); provided, however, that to the extent permitted by Applicable Laws and reasonably practicable, the party in connection with required to make any such filing or disclosure will have afforded Buyer, for a reasonable period prior to the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and making of such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice a reasonable opportunity to review the intended form and substance of such filing (provided that, for the avoidance of doubt, such reviewing party shall not have any consent or application made by or on behalf of a Party approval rights with respect to any third party and/ such disclosure or any Governmental Authority in connection with the transactions contemplated herebyfiling).
Appears in 1 contract
Sources: Merger Agreement (Compass Group Diversified Holdings LLC)
Public Announcements. (a) The Parties agree that during No Party shall issue or cause the Interim Period no publication of any press release or other public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (other Parties, which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned; provided however, except as such that (a) each Party shall be permitted to issue a press release or other public announcement may be announcing each of (i) the entry into this Agreement and the other transactions contemplated hereby and (ii) the Closing (in which case, the issuing Party shall provide the other Party a reasonable opportunity to comment on such press release or public announcement in advance of the issuance) and (b) nothing herein shall prohibit any Party from (i) issuing or causing publication of any such press release or public announcement without the prior written consent of the other Parties to the extent that such disclosure is, upon advice of internal or external counsel, required by Law, including federal securities Laws, the applicable Law rules of the New York Stock Exchange or any listing agreement, or by the rules of the SEC (including any disclosure or regulations of any securities exchangefiling requirements thereof) (in each case, or a non-U.S. equivalent thereof), in which case the applicable Party shall making such determination shall, if practicable under the circumstances, use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, on such release or announcement in advance of such its issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after ; provided further that the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval foregoing shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution restrict disclosures of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application information made by or on behalf of a Party Parent or its Affiliates or successors, on the one hand, to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directorsdirect and indirect Affiliates, officers members, counsel, accountants, lenders, consultants and equity holdersother advisors, on the other hand (so long as, in each case, such disclosure has a valid business purpose and is effected in a manner consistent with customary practices (including with respect to confidentiality)); or (ii) making any public statement or disclosure to the extent such other matters as may be reasonably necessary public statement or advisable in connection with the transactions contemplated herebydisclosure, or any other reportthe content thereof, statementwas previously disclosed in accordance with, filingor was permitted by, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebythis Section 5.04.
Appears in 1 contract
Sources: Share and Asset Purchase Agreement (Sonoco Products Co)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby Transactions or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law Law, or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter)Agreement, issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseRelease (but in any event within four (4) Business Days after the execution of this Agreement), the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement)filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter)Closing, issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press ReleaseRelease (but in any event within four (4) Business Days after the Closing), the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyTransactions.
Appears in 1 contract
Sources: Business Combination Agreement (Plum Acquisition Corp, IV)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser SPAC and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties SPAC and the Company reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance; provided, that subject to this Section 6.14, the Parties and their Affiliates may make internal communications regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby to their and their Affiliates’ respective directors, officers and employees without the consent of any other Party and may make public statements regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby containing information or events already publicly known other than as a result of a breach of this Section 6.14.
(b) The Parties SPAC and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with filing. The SPAC and the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Company shall file a current report of foreign private issuer on Form 6-K and a shell company report on Form 820-K F (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company and the Purchaser Representative SPAC shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing FilingPress Release, the Closing Press ReleaseFiling, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 1 contract
Sources: Business Combination Agreement (Maxpro Capital Acquisition Corp.)
Public Announcements. (a) The Parties agree that during the Interim Period no shall consult with each other before issuing any press release or making any public release, filing or announcement concerning statement with respect to this Agreement or the Ancillary Documents or and the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)and, except as such release or announcement may be required by applicable Law law or the rules or regulations of any listing agreement with any national securities exchange, will not issue any such press release or make any public statement prior to such consultation.
1. “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
2. Except as described above, below is the original text of the contract.
A. The Parties hereby acknowledge that each Party has received and will receive access to information, processes, formulas, methods of doing business and similar items in connection with this Agreement and otherwise which case the applicable Party shall use commercially reasonable efforts to allow may be considered confidential, proprietary or trade secrets, including customer lists and information and supplier lists and information of the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement Party (the “Signing Press ReleaseConfidential Information”). Promptly Each Party agrees to protect, and shall be responsible to ensure that its Affiliates and other Persons acting on their behalf so protect, the Confidential Information to the same extent it protects its or their own confidential and proprietary information. During the Term and thereafter, neither Party nor any of its respective Affiliates or Persons acting on their behalf will use or disclose the Confidential Information of the other Party for any purpose other than in connection with the business of the Cooperation or to the extent reasonably necessary to complete the transactions and actions contemplated hereby. Neither Party shall at any time, during or after the issuance of the Signing Press ReleaseTerm, use, directly or indirectly, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) other Party’s Confidential Information in any way, including, without limitation, to compete with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval other Party’s business involving Clinical Centers anywhere in PRC. The Confidential Information shall not be unreasonably withheld, conditioned deemed to include any information that:
(i) is or delayed) prior to filing becomes public knowledge (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later other than the third (3rd) Business Day after the execution as a result of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated disclosure prohibited by this Agreement subsection (A));
(ii) came lawfully into the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf possession of a Party to any Governmental Authority or Party, other third party than in connection with the transactions contemplated herebyhereunder and without restriction on its subsequent disclosure or use by such Party; or
(iii) was known prior to such disclosure hereunder free of any obligation to keep it confidential.
B. No Party shall be deemed to have breached this Section 4.5 in the event it is required to disclose any Confidential Information by law, regulation, securities exchange or association requirement or by a valid and effective subpoena issued by a court of competent jurisdiction (in which case the Party so required to disclose Confidential Information of the other Party shall give written notice to and consult with such other Party prior to any such disclosure and, if practicable, take reasonable efforts to assure that confidential treatment will be accorded to such disclosure).
1. “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
2. Except as described above, below is the original text of the contract.
C. Each Party agrees that any breach of this Section 4.5 will result in irreparable damage to the other Party for which such Party will have no adequate remedy at law and, therefore, if such a breach should occur, the breaching party consents to any temporary or permanent injunction or decree of specific performance by any court of competent jurisdiction in favor of enjoining any such breach, without prejudice to any other right or remedy to which the non-breaching party shall be entitled (and without requirement of any bond or similar security). Such remedies shall not be deemed to be the ******** remedies for a breach of this Section 4.5, but shall be in addition to all other remedies available in law and in equity.
D. Each Party agrees that in the case of the termination of this Agreement, each Party shall, upon request by any will promptly deliver to the other Party, furnish Party all Confidential Information of the Parties with other Party (and all information concerning themselves, their respective directors, officers copies and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made extracts thereof) furnished to it by or on behalf of the other Party pursuant hereto. In such event, all other information prepared by a Party using or otherwise relating to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyConfidential Information of the other Party shall be destroyed, and no copy thereof shall be retained.
Appears in 1 contract
Sources: Master Agreement (3SBio Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Purchaser delivering a draft of such Signing Filing to the Company no later than the second (2nd) Business Day, and with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day Day, after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 1 contract
Sources: Business Combination Agreement (Inflection Point Acquisition Corp.)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates or any of their respective representatives without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of ITAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties Party reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser ITAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Company shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Sponsor shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby. From and after the Effective Time, any matter requiring ITAC approval shall require the approval of the Sponsor.
Appears in 1 contract
Sources: Business Combination Agreement (Industrial Tech Acquisitions, Inc.)
Public Announcements. 2.1 Save in relation to an announcement, advertisement, statement or communication required by law or by any securities exchange or governmental or regulated body (aa “Restricted Announcement”), each of the Company, the Founder Entity, the Directors and the Founder Non-Directors severally undertakes not to circulate, distribute, publish, issue, make or despatch (and will not authorise any other person to circulate, distribute, publish, issue, make or despatch) The Parties agree that during any public announcement, advertisement, document or communication concerning the Interim Period no public releaseCompany, filing the Offer or announcement concerning this Agreement otherwise relating to the assets, liabilities, profits, losses, financial or trading conditions or the Ancillary Documents earnings, business affairs or business prospects of the transactions contemplated hereby Company which is or thereby shall may be issued by material in the context of the Company or in relation to the Offer at any Party time prior to the date which is 90 calendar days after the Closing Date (the “Restricted Period”), without having first furnished to each of the Placing Banks a copy of each such proposed announcement or any communication as far in advance of their Affiliates without the announcement as reasonably practicable to enable them to comment thereon and to consult with them and having obtained the Placing ▇▇▇▇▇’ prior written consent as to its contents and the timing and manner of its release.
2.2 The Company undertakes to make all such announcements concerning the Offer as shall be necessary to comply with the LPDT Rules, MAR, the Admission and Disclosure Standards, the Companies Act and FSMA or which the Placing Banks otherwise reasonably consider to be necessary or desirable and each of the Purchaser and Placing Banks shall be entitled (following consultations with the other parties to this Agreement where practicable) to make any such announcement if the Company fails (which consent shall in the opinion of such Placing Bank) promptly to fulfil its obligations under this paragraph 2.2.
2.3 The Company undertakes that it will not be unreasonably withheld, conditioned or delayed), except at any time during the Restricted Period make any Restricted Announcement without first:
2.3.1 notifying the Placing Banks as to the content of publication of such release or announcement may be required by applicable Law or Restricted Announcement;
2.3.2 making available drafts of such Restricted Announcement to the rules or regulations of any securities exchange, Placing Banks in which case the applicable Party shall use commercially reasonable efforts sufficient time prior to its publication to allow the other Parties reasonable time Placing Banks an opportunity to consider and comment on, and arrange for any required filing on the same;
2.3.3 consulting with respect to, such release or announcement in advance the Placing Banks as to the content of publication of such issuanceRestricted Announcement; and
2.3.4 taking account of the Placing Banks’ reasonable requirements.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance 2.4 Each of the Signing Press ReleaseCompany, the Purchaser shall file a current report on Form 8Founder Entity, the Directors and the Founder Non-K Directors severally undertakes not the circulate, distribute, publish, issue, make or despatch (the “Signing Filing”and will not authorise any other person to circulate, distribute, publish, issue, make or despatch) with the Signing Press Release and a description of this Agreement as any public announcement, advertisement, document, or communication (including when required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned law or delayedby any securities exchange or governmental or regulated body) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of an Acquisition (the “Acquisition Announcement”), the financing thereof and other transactions related thereto, irrespective of any Placing Bank’s involvement (if any) in such transaction, indicating that the Placing Banks were the joint global coordinators, joint bookrunners and placing agents (as applicable) to the Offer without having first furnished to each Placing Bank a copy of the Acquisition Announcement as far in advance of the announcement as reasonably practicable to enable them to comment thereon, subject to the agreement of the Placing Banks to keep confidential such draft announcement in accordance with each Placing Bank’s standard policies regarding confidential information. The provisions of paragraph 2.4 of this Schedule 6 shall remain in full force and effect notwithstanding the completion of all matters and arrangements referred to in or contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf termination of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebythis Agreement.
Appears in 1 contract
Sources: Placing Agreement (Acuren Corp)
Public Announcements. (a) The None of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates this Agreement without the prior written consent of of, prior to the Purchaser and Closing, the Company and SPAC or, after the Closing, the Company; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheldi) if, conditioned subject to subsection (iv) below, such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or (including the rules or regulations requirements of any securities exchangeNasdaq), in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to allow consult with the other Parties reasonable time Company, if the disclosing party is SPAC, or SPAC, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment onthereon and the disclosing party shall consider such comments in good faith and in recognition of the obligations of the Parties to coordinate their disclosure while remaining in compliance with their respective disclosure requirements, or (B) after the Closing, the disclosing Party and arrange for its Representatives shall use commercially reasonable efforts to consult with the Company and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.4, (iii) subject to the terms of Section 5.2, to Governmental Entities in connection with any Consents required filing to be made under this Agreement, the Ancillary Documents or in connection with the Transactions and (iv) if, with respect toto the Company, such release announcement or other communication is required by applicable Israeli Law (including the requirements of TASE), the Company shall have no obligation to consult with SPAC with respect to such announcement in advance of or communication and SPAC shall have no right to review and comment on such issuanceannouncement or communication.
(b) The Parties initial press release concerning this Agreement and the transactions contemplated by this Agreement shall mutually agree upon and, be a joint press release in the form agreed by the Company and SPAC prior to the execution 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 on the day thereof. Promptly after the execution of this Agreement (but and in any event within four (4) Business Days thereafterhereof), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve SPAC shall consider such comments in good faith. The Company shall file an immediate report to the TASE and the ISA following the Signing Filing, which the SPAC shall have the opportunity to review and comment upon prior to filing and the Company shall consider such comments in good faith, subject to the SPAC completing such review and providing such comments, if any, within the timeline that will allow the Company to comply with any applicable Law. The Company, on the one hand, and SPAC, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor SPAC, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Company shall file a current report on Form 8-K (the “Closing Filing”) ), and the Company shall file an immediate report to the TASE and the ISA, in each case with the Closing Press Release and a description of the Closing as required by Federal Securities Laws Laws, which Closing Filing shall be mutually agreed upon by the Seller Representative Company and SPAC prior to the Purchaser Representative shall review, comment upon and approve Closing (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filingdelayed by either the Company or SPAC, as applicable). In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 1 contract
Sources: Business Combination Agreement (Israel Acquisitions Corp)
Public Announcements. (a) The Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of of, prior to the Purchaser and Closing, the Company and Dragoneer or, after the Closing, Dragoneer; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law or the rules or regulations of any securities exchangeLaw, in which case (A) prior to the applicable Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Company, if the disclosing party is any Dragoneer Party, or Dragoneer, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable best efforts to allow consult with Dragoneer and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other Parties reasonable time to comment oncommunications contain only information previously disclosed in a public statement, and arrange for any required filing with respect to, such press release or announcement other communication previously approved in advance of such issuanceaccordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby.
(b) The Parties initial press release concerning this Agreement and the transactions contemplated hereby shall mutually agree upon and, be a joint press release in the form agreed by the Company and Dragoneer prior to the execution 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 (but in any event within four (4) Business Days thereafter), issue a press release announcing on the day thereof. Promptly after the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press ReleaseAgreement, the Purchaser Dragoneer shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal by, and in compliance with, the Securities Laws, which the Company shall review, have the opportunity to review and comment upon prior to filing and approve Dragoneer shall consider such comments in good faith. The Company, on the one hand, and Dragoneer, on the other hand, shall mutually agree upon (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor Dragoneer, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”)) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the issuance of Closing (but in any event within four (4) Business Days after the Closing Press ReleaseClosing), the Purchaser Dragoneer shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Press Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyFiling, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 1 contract
Sources: Business Combination Agreement (Dragoneer Growth Opportunities Corp. II)
Public Announcements. (a) The Parties agree that that, during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby Transactions shall be issued by any Party or any of their Affiliates or any of their respective representatives without the prior written consent of the Purchaser and the Company (which consent shall not to be unreasonably withheld, conditioned or delayed)) of VSAC and the Company, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties Party reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser VSAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Company shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative Sponsor shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or and/or any Governmental Authority in connection with the transactions contemplated hereby. From and after the Effective Time, any matter requiring VSAC approval shall require the approval of the Sponsor.
Appears in 1 contract
Sources: Business Combination Agreement (Vision Sensing Acquisition Corp.)
Public Announcements. (a) The Prior to the Effective Time, none of the Parties agree that during the Interim Period no or any of their respective Representatives shall issue any press releases or make any public release, filing or announcement concerning announcements with respect to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates Transactions without the prior written consent of the Purchaser Company and the Company Acquirer; provided, however, that each Party may make any such announcement or other communication (which consent shall not be unreasonably withheld, conditioned i) if such announcement or delayed), except as such release or announcement may be other communication is required by applicable Law (including pursuant to the Securities Laws or the rules or regulations of any national securities exchange), in which case the applicable disclosing Party and its Representatives shall use commercially reasonable efforts to allow consult with the other Parties reasonable time Company, if the disclosing party is any Acquirer Party, or with Acquirer, if the disclosing party is the Company, to review such announcement or communication and provide the opportunity to comment onthereon and the disclosing Party shall consider such comments in good faith, and arrange for any required filing with respect to(ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, such press release or announcement other communication previously approved in advance accordance with this Section 6.4, (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the Transactions and (iv) regarding the status and terms (including price terms) of this Agreement and the Transactions to their respective directors, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the ordinary course of their respective businesses, in each case under this clause (iv), so long as such issuancerecipients are obligated to keep such information confidential.
(b) The Parties initial press release concerning this Agreement and the Transactions shall mutually agree upon and, as promptly as practicable after be a joint press release in the form agreed by the Company and Acquirer prior to the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a and such initial press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly ) shall be released as promptly as reasonably practicable after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description execution of this Agreement as required by Federal Securities LawsAgreement. The Company, which on the Company one hand, and Acquirer, on the other hand, shall review, comment mutually agree upon and approve (which approval shall such agreement not to be unreasonably withheld, conditioned or delayed) prior to filing (with delayed by either the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon andor Acquirer, as promptly as practicable after the Closing (but in any event within four (4applicable) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after ) prior to the issuance of Closing, and, on the Closing Press ReleaseDate, the Purchaser Parties shall file a current report on Form 8-K (the “Closing Filing”) with cause the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not to be unreasonably withheld, conditioned or delayed) prior to filingreleased. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Filing, Release and the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon written request by any other Party, furnish the Parties such other Party with all information concerning themselvesitself, their respective its directors, officers and equity holdersequityholders, and such other matters as may be reasonably necessary for such press release or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 1 contract
Public Announcements. (a) The Parties agree that during to announce the Interim Period no public release, filing or announcement concerning sale and purchase of the Shares pursuant to this Agreement or by making the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheldpublic announcement(s) attached hereto, conditioned or delayed)Appendix 3, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyPurchaser’s announcement of the Offer, each Party shallAppendix 2. Such announcements will be made by the opening of trading on NASDAQ Stockholm on the first day after the date hereof. Save for the foregoing announcement, upon request the Seller agrees to keep this Agreement, including the terms and conditions hereof and matters dealt with herein, in strict confidence and agrees not to make or issue any statement or commentary in respect of any matter dealt with herein or related hereto. Notwithstanding the foregoing, if the Seller is required, as advised by any other Partylegal counsel, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyto disclose this Agreement, or any other reportterms and conditions hereof, statementor make any statement or commentary on any matter dealt with herein or related hereto, filingin response to a court order or subpoena or pursuant to applicable laws, notice or application made rules and regulations (including stock exchange rules in Sweden and the United States), it shall, to the extent permitted by or on behalf such requirement, advise the Purchaser in writing of a Party to such requirement as soon as practicable after it is informed of it, and, if possible, before any third party and/ or any Governmental Authority in connection public disclosure, statement or commentary, and shall Conditional Purchase Agreement Xenella Holding AB 5 consult with the transactions contemplated herebyPurchaser as to the content and timing of any such disclosure, statement or commentary and shall take into account any reasonable requests of the Purchaser regarding the content and/or timing of such disclosure, statement or commentary. If the Seller is required, as advised by legal counsel, to make the disclosure, statement or commentary, it shall only make the disclosure, statement or commentary to the extent to which it is so required, but shall not disclose any other term or condition hereof or make or issue any statement or commentary in respect of any other matter dealt with herein or related hereto.
Appears in 1 contract
Sources: Conditional Share Purchase Agreement (CareDx, Inc.)
Public Announcements. (a) The Parties agree that during the Interim Period no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser Purchaser, Pubco and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow Purchaser, Pubco and the other Parties Company reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance; provided that subject to this Section 7.12, the Parties and their Affiliates may make internal communications regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby to their and their Affiliates’ respective directors, officers and employees without the consent of any other Party and may make public statements regarding this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby containing information or events already publicly known other than as a result of a breach of this Section 7.12.
(b) The Parties Purchaser and the Company shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with filing. Pubco, Purchaser and the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser Pubco shall file a current report of foreign private issuer on Form 6-K and a shell company report on Form 820-K F (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative Company and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing FilingPress Release, the Closing Press ReleaseFiling, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 1 contract
Public Announcements. (a) The Parties agree that during the Interim Period Period, no public release, filing or announcement concerning this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior written consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed)) of Purchaser and the Seller, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect to, such release or announcement in advance of such issuance.
(b) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”); provided, that the Parties acknowledge that they intend to issue the Signing Press Release immediately after the execution of this Agreement. Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Seller shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company Seller reviewing, commenting upon and approving such Signing Filing in any event no later than the third (3rd) Business Day after the execution of this Agreement). The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Seller Representative and the Purchaser Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filingLaws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
Appears in 1 contract
Sources: Business Combination Agreement (Quadro Acquisition One Corp.)