Common use of Public Communications Clause in Contracts

Public Communications. A Party shall not, and shall cause its affiliates not to, issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s (and their affiliates’) overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities Laws, and if, based on the advice of its external legal counsel, such disclosure or filing is required, the disclosing Party (or affiliate of a Party) shall use reasonable efforts to give the other Parties prior notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Party (or its affiliate) making such disclosure shall give reasonable consideration to any comments made by the other Parties and/or their respective legal counsel. Notwithstanding the foregoing, the Company may have discussions with Company Shareholders, other holders of Company securities, financial analysts, commercial counterparties and other stakeholders relating to this Agreement or the transactions contemplated by it, provided that such discussions are not inconsistent with the most recent press releases, public disclosures or public statements made by the Company or any other Party that were approved by all Parties prior to filing or release, as applicable. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDAR.

Appears in 4 contracts

Samples: Arrangement Agreement (JW Asset Management, LLC), Arrangement Agreement (TerrAscend Corp.), Agreement

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Public Communications. A Party shall not, and shall cause its affiliates not to, issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s (and their affiliates’) overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities LawsLaws and stock exchange rules, and if, based on the advice of its external legal counsel, such disclosure or filing is required, the disclosing Party (or affiliate of a Party) shall use reasonable efforts to give the other Parties prior notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Party (or its affiliate) making such disclosure shall give reasonable consideration to any comments made by the other Parties and/or their respective legal counsel. Notwithstanding the foregoing, the Company may have discussions with Company Shareholders, other holders of Company securities, financial analysts, commercial counterparties and other stakeholders relating to this Agreement or the transactions contemplated by it, provided that such discussions are not inconsistent with the most recent press releases, public disclosures or public statements made by the Company or any other Party that were approved by all Parties prior to filing or release, as applicable. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDAR, together with all other documents required to be filed in connection with the filing of such material change report.

Appears in 2 contracts

Samples: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement

Public Communications. A (1) Except as otherwise contemplated herein, a Party shall not, and shall cause its affiliates not to, issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties Party (which consent shall not be unreasonably withheld, conditioned or delayed), and no Party shall make any filing with any Governmental Entity (other than as contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws) with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, provided that the foregoing shall be subject to each Party’s (and their affiliates’) overriding obligation any Party that is required to make any disclosure by applicable Law with respect to the Arrangement or filing in accordance with applicable Lawsthis Agreement shall, including Securities Lawsto the extent legally permissible, and if, based on the advice of use its external legal counsel, such disclosure or filing is required, the disclosing Party (or affiliate of a Party) shall use commercially reasonable efforts to give the other Parties Party prior oral or written notice and a reasonable opportunity for it and its legal counsel to review or comment on the disclosure or filing (other than with respect to confidential information of the disclosing Party contained in such disclosure or filing). The Party making such disclosure required by applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Party (or its affiliate) making such disclosure Parties shall give reasonable consideration cooperate in the preparation of presentations, if any, to any comments made by Securityholders regarding the other Parties and/or their respective legal counselArrangement. Notwithstanding anything to the foregoingcontrary herein, but subject to Article 5, the Company may Corporation shall have discussions with Company Shareholders, other holders of Company securities, financial analysts, commercial counterparties and other stakeholders relating no obligation to this Agreement or the transactions contemplated by it, provided that such discussions are not inconsistent consult with the most recent press releases, public disclosures or public statements made by the Company or any other Party that were approved by all Parties Parent prior to filing making any disclosure related to an Acquisition Proposal or release, as applicable. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDARChange in Recommendation.

Appears in 1 contract

Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.)

Public Communications. The Parties agree to jointly issue a press release with respect to this Agreement as soon as practicable after its due execution. A Party shall not, and shall cause its affiliates not to, issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s (and their affiliates’) overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities Laws, and if, based on in the advice opinion of its external outside legal counsel, such disclosure or filing is requiredrequired and the other Party has not reviewed or commented on the disclosure or filing, the disclosing Party (or affiliate of a Party) shall use its reasonable efforts to give the other Parties Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Party (or its affiliate) making such disclosure shall give reasonable consideration to any comments made by the other Parties and/or their respective legal counsel. Notwithstanding the foregoing, the Company may have discussions with Company Shareholders, other holders of Company securities, financial analysts, commercial counterparties analysts and other stakeholders relating to this Agreement or the transactions contemplated by it, provided that such discussions are not inconsistent with the most recent press releases, public disclosures or public statements made by the Company or any other Party the Purchaser that were was approved by all Parties prior to the filing or release, as applicable. The Parties acknowledge that the Company will each Party may be obligated to file this Agreement and a material change report report, or equivalent thereof, relating thereto on SEDARSEDAR or XXXXX, as applicable, or pursuant to the policies of TSXV and the Nasdaq, as applicable, and each Party hereby consents to such filings of the other Party.

Appears in 1 contract

Samples: Arrangement Agreement (Flora Growth Corp.)

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Public Communications. ‌ The Parties agree to jointly issue a press release with respect to this Agreement as soon as practicable after its due execution. A Party shall not, and shall cause its affiliates not to, issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s (and their affiliates’) overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities Laws, and if, based on in the advice opinion of its external outside legal counsel, such disclosure or filing is requiredrequired and the other Party has not reviewed or commented on the disclosure or filing, the disclosing Party (or affiliate of a Party) shall use its reasonable efforts to give the other Parties Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Party (or its affiliate) making such disclosure shall give reasonable consideration to any comments made by the other Parties and/or their respective legal counsel. Notwithstanding the foregoing, the Company may have discussions with Company Shareholders, other holders of Company securities, financial analysts, commercial counterparties analysts and other stakeholders relating to this Agreement or the transactions contemplated by it, provided that such discussions are not inconsistent with the most recent press releases, public disclosures or public statements made by the Company or any other Party the Purchaser that were was approved by all Parties prior to the filing or release, as applicable. The Parties acknowledge that the Company will each Party may be obligated to file this Agreement and a material change report relating thereto on SEDARSEDAR and each Party hereby consents to such filings of the other Party.

Appears in 1 contract

Samples: Arrangement Agreement

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