Common use of Public Communications Clause in Contracts

Public Communications. The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (i) not issue any news release or otherwise make public statements 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; and (ii) enable the other Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Parties.

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement

AutoNDA by SimpleDocs

Public Communications. The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution, provided that the text and timing of the announcement shall be approved by each Party in advance, acting reasonably. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- co-operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSECSE and TSXV, with respect thereto. Each Party shall: (ia) not issue any news release or otherwise make public statements 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; and (iib) enable the other Party Party, acting reasonably, to review and comment on all such news releases prior to the release thereof and shall enable the other Party Party, acting reasonably, to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Parties. Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the other Party shall file, in accordance with Securities Laws, this Agreement, together with a material change report related thereto, under such Party’s profile on SEDAR.

Appears in 2 contracts

Samples: Arrangement Agreement (High Tide Inc.), Arrangement Agreement

Public Communications. The Parties agree to issue jointly a news press release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer Purchaser and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news press releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSETSXV, with respect thereto. Each Party shall: (i) not issue any news press release or otherwise make public statements 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; and (ii) enable provide the other Party with a reasonable opportunity to review and comment on all such news press releases prior to the release thereof and shall enable provide the other Party with a reasonable opportunity to review and comment on such filings prior to the filing thereofthereof and to give reasonable consideration of any comments made by the other Party or its counsel; provided, however, that the foregoing shall be subject to each Partythe Company’s overriding obligation to make disclosure in accordance with applicable Laws andLaws, if and if, based on the advice of its external legal counsel, such disclosure is required and the other Party Purchaser has not reviewed or commented on the disclosure, the Party making such disclosure Company shall use commercially reasonable efforts to give prior oral or written notice to the other Party andPurchaser, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party the Company from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news press releases, public disclosures or public statements made by the Parties. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDAR.

Appears in 1 contract

Samples: Arrangement Agreement

Public Communications. The Parties agree to jointly issue jointly a news press release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each A Party shall: (i) shall not issue any news press release or otherwise make any other public statements statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed; and (ii) enable the other Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with applicable Laws andLaws, if including Securities Laws, and if, in the opinion of its outside legal counsel, such disclosure or filing is required and the other Party has not reviewed or commented on the disclosuredisclosure or filing, the Party shall use its reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall use commercially give reasonable efforts consideration to give prior oral or written notice to any comments made by the other Party andor its respective counsel, and if such prior notice is not possible, to shall give such notice immediately following the making of such disclosure or filing. For Notwithstanding the avoidance of doubtforegoing, the foregoing shall not prevent either Party from making internal announcements to employees Company and having its proxy solicitation advisors may have discussions with shareholders and Company Shareholders, financial analysts and other stakeholders so long as relating to this Agreement or the transactions contemplated by it, provided that such statements and announcements discussions are consistent not inconsistent with the most recent news press releases, public disclosures or public statements made by the PartiesCompany or the Purchaser that was approved by all Parties prior to the filing or release, as applicable. The Parties acknowledge that each of the Company and the Purchaser will furnish this Agreement and a material change report relating thereto on SEDAR+ and the Purchaser will furnish this Agreement to the SEC on a report on Form 6-K on XXXXX.

Appears in 1 contract

Samples: Arrangement Agreement (Silvercorp Metals Inc)

Public Communications. The Parties agree to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution. Thereafter, the Buyer Company and the Purchaser, each acting reasonably, shall agree on the text of joint press releases by which the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shallPurchaser will announce: (i) the execution of this Agreement; and (ii) the completion of the Arrangement. The Parties shall cooperate in the preparation of presentations, if any, to the Shareholders regarding the Arrangement. Except as required by Law, a Party must not issue any news press release or otherwise make any other public statements statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party, Parties (which consent shall not be unreasonably withheld, conditioned or delayed); and (ii) enable provided that any Party that, in the opinion of its legal counsel, is required to make disclosure by Law shall use its reasonable best efforts to give the other Party Parties prior oral or written notice and a reasonable opportunity to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the . The Party making such disclosure shall use commercially give reasonable efforts consideration to give prior oral or written notice to any comments made by the other Party andParties or its counsel, and if such prior notice is not possible, to shall give such notice immediately following the making of such disclosure or filingdisclosure. For the avoidance of doubt, none of the foregoing shall not prevent either a Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements announcements and announcements discussions are consistent in all material respects with the most recent news press releases, public disclosures or public statements made by the Parties. The Parties consent to this Agreement being filed on SEDAR and XXXXX as soon as practicable after the public announcement of the transactions contemplated hereby.

Appears in 1 contract

Samples: Arrangement Agreement (Fitlife Brands, Inc.)

Public Communications. The Parties shall agree to issue jointly a news release with respect to on the text of joint press releases by which they will announce (i) the execution of this Agreement and (ii) the completion of the transactions contemplated herein. Except as soon as practicable after its due execution. Thereafterrequired by Law, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each no Party shall issue any press release or make any other in issuing any news releases public statement or otherwise making public statements disclosure with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (i) not issue any news release or otherwise make public statements with respect to this Agreement or the Arrangement transactions contemplated herein without the consent of the other Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law (other than in connection with the Required Regulatory Approvals contemplated by Section 4.4) shall use its commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure (ii) enable other than with respect to confidential information contained in such disclosure). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party to review and comment on all or its counsel. If such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure notice is required and the other Party has not reviewed or commented on the disclosurepossible, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filingdisclosure. The Parties acknowledge that the Company will file this Agreement and a material change report and Current Report on Form 8-K relating thereto on SEDAR and the SEC’s XXXXX website. For the avoidance of doubt, none of the foregoing shall not prevent either Party (A) the Company or the Purchasers from making (i) internal announcements to employees and having discussions with shareholders and shareholders, financial analysts and other stakeholders stakeholders, or (ii) public announcements in the Ordinary Course that do not relate to this Agreement or the transactions contemplated herein so long as such statements announcements and announcements discussions are consistent in all material respects with the most recent news press releases, public disclosures or public statements made by the PartiesCompany or (B) the Purchasers or their affiliates from communicating with their respective investors concerning the terms of the transactions contemplated herein or funding arrangements in connection therewith.

Appears in 1 contract

Samples: Arrangement Agreement

Public Communications. The Parties agree to consult and co-operate with each other to each issue jointly a news release with substantially similar information with respect to this Agreement as soon as practicable after its due execution, and to coordinate the dissemination of such news release of each Party. Thereafter, prior to the Buyer Effective Date, the Parent and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- co-operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSETSX and the NASDAQ, with respect thereto, including keeping the other Party fully informed in a timely manner of any requests or comments made by any Governmental Entity or with any stock exchange, including the TSX and the NASDAQ, as the case may be. Each Party shall provide the other Party with all necessary information concerning the applicable Party as required by Laws (and in particular, U.S. Securities Laws and Securities Laws) for inclusion in any news releases, continuous disclosure documents or other public statements with respect to this Agreement or the Arrangement (including any financial statements required pursuant to applicable Securities Laws and U.S. Securities Laws, respectively) and the Party delivering such information shall ensure that any such information will not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at such applicable time. Each Party shall: (ia) not issue any news release or otherwise make public statements statements, or make any filing with any Governmental Entity or with any stock exchange, including the TSX and the NASDAQ, as the case may be, 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; and (iib) enable the other Party to review and comment on all such news releases releases, public statements or filings prior to the release or filing thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts efforts, but subject to applicable Law, to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Parties.

Appears in 1 contract

Samples: Arrangement Agreement (Aditxt, Inc.)

AutoNDA by SimpleDocs

Public Communications. The Parties shall agree to issue jointly a news release with respect to this Agreement as soon as practicable after its due execution. Thereafter, on the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making text of such presentations and to promptly advise, consult and co- operate with each other in issuing any news joint press releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: by which they will announce (i) not the execution of this Agreement, and (ii) the completion of the Arrangement. Except as required by Law, no Party shall issue any news press release or otherwise make any other public statements statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed); and (ii) enable the other provided that any Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation is required to make disclosure by Law (other than in accordance connection with applicable Laws andthe Required Regulatory Approvals contemplated by Section 4.4) or to ensure compliance with the fiduciary duties of its board of directors shall, if such disclosure is required and the other Party has not reviewed or commented on the disclosurepermitted by Law, the Party making such disclosure shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure (other Party and, than with respect to confidential information contained in such disclosure) and if such prior notice is not possible, to shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or filingits counsel. For the avoidance of doubt, none of the foregoing shall not prevent either Party the Company or the Purchaser from making (i) internal announcements to employees and having discussions with shareholders and shareholders, financial analysts and other stakeholders stakeholders, or (ii) public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement so long as such statements announcements and announcements discussions are consistent in all material respects with the most recent news press releases, public disclosures or public statements made by the PartiesCompany. The Parties acknowledge that the Company will file this Agreement and a material change report relating thereto on SEDAR.

Appears in 1 contract

Samples: Arrangement Agreement (Student Transportation Inc.)

Public Communications. The Parties shall agree to issue jointly a news release with respect to on the text of joint press releases by which they will announce (i) the execution of this Agreement and (ii) the completion of the transactions contemplated herein. Except as soon as practicable after its due execution. Thereafterrequired by Law, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly advise, consult and co- operate with each no Party shall issue any press release or make any other in issuing any news releases public statement or otherwise making public statements disclosure with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (i) not issue any news release or otherwise make public statements with respect to this Agreement or the Arrangement transactions contemplated herein without the consent of the other Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law (other than in connection with the Required Regulatory Approvals contemplated by Section 4.4) shall use its commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review or comment on the disclosure (ii) enable other than with respect to confidential information contained in such disclosure). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party to review and comment on all or its counsel. If such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure notice is required and the other Party has not reviewed or commented on the disclosurepossible, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filingdisclosure. The Parties acknowledge that the Company will file this Agreement and a material change report and Current Report on Form 8-K relating thereto on SEDAR and the SEC’s EXXXX website. For the avoidance of doubt, none of the foregoing shall not prevent either Party (A) the Company or the Purchasers from making (i) internal announcements to employees and having discussions with shareholders and shareholders, financial analysts and other stakeholders stakeholders, or (ii) public announcements in the Ordinary Course that do not relate to this Agreement or the transactions contemplated herein so long as such statements announcements and announcements discussions are consistent in all material respects with the most recent news press releases, public disclosures or public statements made by the PartiesCompany or (B) the Purchasers or their affiliates from communicating with their respective investors concerning the terms of the transactions contemplated herein or funding arrangements in connection therewith.

Appears in 1 contract

Samples: Arrangement Agreement (Atlantic Power Corp)

Public Communications. The Parties shall agree to separately but contemporaneously issue jointly a news release with respect to this Agreement announcing the Acquisition as soon as practicable after its due executionthe execution of this Agreement. ThereafterIn connection with the initial news release and thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the making of such presentations and to promptly Parties shall advise, consult and co- operate cooperate with each other in issuing prior to issuing, or permitting any of its directors, officers, employees or agents to issue any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the CSE, with respect thereto. Each Party shall: (i) not issue any news release or otherwise make public statements with respect to this Agreement Agreement, the Arrangement and the transactions contemplated hereby, from the date hereof until the Effective Time (any joint news release or news releases or public statements which the Parties have agreed to or are finalized after such consultation shall be herein known as “Reference Public Statements”). The foregoing shall not prevent either Party from making announcements to employees and having discussions with shareholders, financial analysts and other stakeholders or making any public disclosures so long as such announcements, discussions and public disclosures are consistent with the most recent Reference Public Statements made by the Parties in respect of the Arrangement. The Parties shall not issue any other news releases or make any other public statement prior to such consultation, except as may be required by applicable Law including, for greater certainty, in order to fulfill continuous disclosure obligations under Securities Laws or the Arrangement without the consent fiduciary duties of the applicable board of directors and only after using its reasonable commercial efforts to consult each other Party, taking into account the time constraints to which consent it is subject as a result of such Law or obligation. The Party making such disclosures shall not be unreasonably withheld, conditioned or delayed; and (ii) enable give reasonable consideration to any comments made by the other Party to review and comment on all such news releases prior to the release thereof its counsel, and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party and, if such prior notice is not possible, to shall give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent news releases, public disclosures or public statements made by the Partiesdisclosure.

Appears in 1 contract

Samples: Arrangement Agreement (Talisman Energy Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!