Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.
Appears in 7 contracts
Samples: Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.), Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.), Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the both Purchasers and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasersany Purchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or either Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.
Appears in 5 contracts
Samples: Subscription Agreement (Bitauto Holdings LTD), Subscription Agreement (Tencent Holdings LTD), Subscription Agreement (JD.com, Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser, Parent and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.
Appears in 4 contracts
Samples: Convertible Note Purchase Agreement (Priceline Group Inc.), Convertible Note Purchase Agreement (Priceline Group Inc.), Convertible Note Purchase Agreement (Priceline Group Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Acquiror and the Company shall will consult with the each other before issuing, and issue provide each other a joint reasonable opportunity to review, comment upon and concur with, and use its respective commercially reasonable efforts to agree on any press release or public statement with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby hereby, and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall will not issue any such press release or other make any such public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby statement without the prior written consent of the other party (such party, which consent shall not to be unreasonably withheld, conditioned delayed or delayed)conditioned; provided however, except that a party may, without the prior written consent of the other party, issue any such press release or make such statement to the extent a party’s counsel deems such disclosure necessary in order to comply required by law or any listing agreement with Nasdaq or any Law or the regulations or policies of any other applicable national securities exchange or other similar regulatory body (in which case the disclosing party shall give the other market. The parties notice as promptly as is reasonably practicable of any required disclosure hereto have agreed to the extent permitted by applicable Law), shall limit such disclosure to text of the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with joint press release announcing the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partysigning of this Agreement. Notwithstanding anything to the contrary in this Section 4.12foregoing, (i) each of the Purchasers Company and the Company Acquiror may make any public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsand make internal announcements to employees, so long as any such statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made jointly by Acquiror and the Company (or individually, if approved by the other party) and (ii) in the event that there has been a Change of Recommendation pursuant to Section 5.4(d) hereof, neither the Company nor Acquiror will have any further obligation to consult with each other, and do not reveal materialagree, non-before issuing any press release or otherwise making any public information regarding statement with respect to the other parties or the transactions contemplated in Acquisition, this Agreement, the Scheme Document, the Offer Documents, the Schedule 14D-9 or any Acquisition Proposal.
Appears in 4 contracts
Samples: Implementation Agreement, Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Holding Co. Ltd.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the both Purchasers and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the Purchasersany Purchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.other
Appears in 4 contracts
Samples: Subscription Agreement, Subscription Agreement (Tencent Holdings LTD), Subscription Agreement (JD.com, Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Parent and the Company shall will consult with the each other before issuing, and issue provide each other a joint reasonable opportunity to review, comment upon and concur with, and use its respective commercially reasonable efforts to agree on any press release or public statement with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby hereby, and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall will not issue any such press release or other make any such public announcement or communication statement prior to such consultation and (to the extent not previously publicly disclosed or made in accordance with this Agreementpracticable) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed)agreement, except to the extent a party’s counsel deems such disclosure necessary in order to comply as may be required by law or any listing agreement with Nasdaq or any Law or the regulations or policies of any other applicable national securities exchange or other similar regulatory body (in which case the disclosing party shall give the other market. The parties notice as promptly as is reasonably practicable of any required disclosure hereto have agreed to the extent permitted by applicable Law), shall limit such disclosure to text of the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with joint press release announcing the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partysigning of this Agreement. Notwithstanding anything to the contrary in this Section 4.12foregoing, (i) each of the Purchasers Parent and the Company may make any public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsand make internal announcements to employees, so long as any such statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made jointly by Company and Parent (or individually, if approved by the other party) (ii) each of Parent and Company and do not reveal materialmay, non-public information regarding without the prior consent of the other parties party, issue any press release or make a public statement if required by any Legal Requirements or the transactions contemplated rules and regulations of Nasdaq if it first notifies and consults with the other party prior to issuing such press release or making such statement, and (iii) in the event that there has been a Superior Offer or Change of Recommendation pursuant to Section 5.3(d) hereof, neither Parent nor Company will have any further obligation to consult with each other, and agree, before issuing any press release or otherwise making any public statement with respect to the Transaction, this AgreementAgreement or any Acquisition Proposal, Superior Offer or Change of Recommendation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (Divx Inc)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and may issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyhereby. ThereafterOther than the foregoing, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties Purchaser or the transactions contemplated in this AgreementCompany.
Appears in 3 contracts
Samples: Share Purchase Agreement (MakeMyTrip LTD), Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (MakeMyTrip LTD)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Purchaser and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.
Appears in 3 contracts
Samples: Convertible Notes Purchase Agreement, Convertible Notes Purchase Agreement (MakeMyTrip LTD), Convertible Notes Purchase Agreement (Ctrip Com International LTD)
Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Dragon Victory International LTD), Share Subscription and Warrant Purchase Agreement (The9 LTD), Securities Subscription and Warrant Purchase Agreement (Dragon Victory International LTD)
Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release of the Company with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyno press release shall be issued by any Party hereto without the prior written consent of the other Party. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with the Securities Act, the Exchange Act, or any other Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable LawLaws), in which case such Party shall make reasonable efforts to limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyapplicable Laws. Notwithstanding anything to the contrary in this Section 4.126.03, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (Secoo Holding LTD), Share Purchase Agreement (Qudian Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party Party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParty. Notwithstanding anything to the contrary in this Section 4.127.17, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.
Appears in 2 contracts
Samples: Share Subscription Agreement (JD.com, Inc.), Share Subscription Agreement (Dada Nexus LTD)
Public Disclosure. Without limiting any other provision of The initial press release relating to this AgreementAgreement shall be a joint press release, each of the Purchasers and thereafter Parent and the Company shall consult with each other before issuing, and provide each other the other reasonable opportunity to review and issue a joint press release with respect to the execution of this Agreementcomment upon, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) statements with respect to the transactions contemplated hereby Mergers or thereby the Contemplated Transactions, and shall not issue any such press release or make any such public statement without the prior other Person’s written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any as may be required by applicable Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partylegal process. Notwithstanding anything the foregoing: (a) each party may, without such consultation or consent, make announcements to the contrary in this Section 4.12, each of the Purchasers and the Company may make employees or any public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsconferences, so long as any such statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party); (b) subject to any other applicable terms of this Agreement, either Party may make any disclosures, without the other Party’s prior written consent (but, in the case of the Company, with prior notice), in the Company and SEC Documents or Parent SEC Documents, as applicable, as may be required by applicable federal securities Laws; (c) a party may, without the prior consent of the other party but subject to giving advance notice to the other party, issue any such press release or make any such public announcement or statement as may be required by any applicable Law. The restrictions of this Section 6.08 do not reveal material, non-public information regarding the other parties apply to communications in connection with and following a Company Adverse Recommendation Change or the transactions contemplated Parent Adverse Recommendation Change in this Agreementcompliance with Section 6.04.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renovacor, Inc.), Agreement and Plan of Merger (Rocket Pharmaceuticals, Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release (to be furnished by the Company to the SEC on Form 6-K) with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (body, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.. [The rest of this page has deliberately been left blank]
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (NaaS Technology Inc.), Convertible Note Purchase Agreement (NaaS Technology Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.126.10, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Noah Holdings LTD)
Public Disclosure. Without limiting any other provision From the date of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution Agreement until Closing or termination of this Agreement, the Notes Parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no Party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transactions contemplated hereby without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent, Holdco or Merger Sub), except as required by any applicable Legal Requirements or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system (but subject to the terms of Section 5.3). Each Party will not unreasonably withhold approval from the others with respect to any press release or public announcement. Subject to the terms of Section 5.3, if any Party determines with the advice of counsel that it is required to make this Agreement and the terms of the transactions contemplated hereby public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other Parties regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or such transactions as may be reasonably requested by the other Party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any Party to its counsel, accountants and other professional advisors. Nothing in Section 5.5, this Section 5.6 or elsewhere in this Agreement or the Confidentiality Agreement shall restrict or prohibit (a) the Company from communicating with the Sellers relating to this Agreement, the Mergers and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor or (b) any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or disclosure made in accordance connection with the enforcement of any right or remedy relating to this Agreement) with respect to the transactions contemplated hereby Agreement or thereby without the prior written consent any of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.12, each of the Purchasers and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this AgreementTransaction Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andina Acquisition Corp. II)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither Neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (body, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.125.10, each of the Purchasers Company and the Company Purchaser may make public disclosures, disclosures in its financial statements and 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 disclosures and statements are not materially inconsistent consistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties Purchaser or the transactions contemplated in this AgreementCompany.
Appears in 1 contract
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company Party shall consult and agree with each other on the other terms and issue content of a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and therebythereby and no press release shall be issued by any Party hereto without the prior written consent of the other Parties. Thereafter, neither the Company nor the Purchasersno Party, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.
Appears in 1 contract
Samples: Securities Subscription and Warrant Purchase Agreement (Metalpha Technology Holding LTD)
Public Disclosure. Without limiting any other provision of this Agreement, each of the both Purchasers and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasersany Purchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.127.16, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or 26 either Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.. Section 7.17
Appears in 1 contract
Samples: Agreement
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue on the issuance of a joint press release with respect to the execution of this Agreement, Agreement and the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure is necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties party notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.125.10, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties party or the transactions contemplated in by this Agreement.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (NQ Mobile Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of both the Purchasers Purchaser and the Company shall consult and agree with each other on the other terms and issue content of a joint press release of the Company with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyno press release shall be issued by any Party hereto without the prior written consent of the other Party. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with the Securities Act, the Exchange Act, or any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable LawLaws), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyapplicable Laws. Notwithstanding anything to the contrary in this Section 4.126.02, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.
Appears in 1 contract
Samples: Share Purchase and Investor Rights Agreement (Bilibili Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.125.16, each of the Purchasers Purchaser, Parent and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.
Appears in 1 contract
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Note and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers Purchasers, Parent and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Ctrip Com International LTD)
Public Disclosure. Without limiting any other provision of Except as otherwise contemplated in this AgreementSection 6.4, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, No party shall issue any press release or other public announcement or communication (relating to the extent not previously publicly disclosed subject matter of this Agreement or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby by this Agreement without the prior written consent approval of the other party parties; provided, however, that (such consent not to be unreasonably withhelda) the Buyer may make any public disclosure it believes in good faith, conditioned or delayed)based on the advice of counsel, except to the extent a party’s counsel deems such disclosure necessary in order to comply with any is required by applicable Law or the regulations or policies of any securities exchange or other similar regulatory body stock market rule (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure use reasonable best efforts to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with advise the other party regarding and provide them with a copy of the proposed disclosure prior to making the disclosure), (b) the Seller may disclose such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything information to the contrary in this Section 4.12, each shareholders of the Purchasers and Seller that it is advised by counsel is required by Bahamian Law in order to obtain the Company may make public statements Seller Shareholder’s Approval, (c) no such prior approval shall be required in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as connection with any such statements are not materially inconsistent with previous press releases, public disclosures release or public statements made by disclosure if the Company and do not reveal material, non-contents of such press release or public information regarding the other parties or disclosure that relate to the transactions contemplated by this Agreement are limited to information that previously has been publicly disclosed in accordance with the terms of this Agreement, and (d) the Buyer and its Affiliates shall not be bound by the provisions of this Section 6.4 following the Closing Date. Nothing herein shall prevent Perceptive or any Affiliate thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictions regarding its status as an investor in the Company, the material financial terms of the transaction, its return on investment and such other information as it may be legally or contractually required to disclose.
Appears in 1 contract
Samples: Stock Purchase Agreement (Telix Pharmaceuticals LTD)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser Representative and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Registration Rights Agreement and the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.126.11, each of the Purchasers Purchaser Representative and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Bitauto Holdings LTD)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release (to be furnished by the Company to the SEC on Form 6-K) with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.11, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (iClick Interactive Asia Group LTD)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release release, to be furnished by the Company to the SEC on Form 6-K, with respect to the execution of this Agreement, the Notes Transaction Documents and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (body, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.11, each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties or the transactions contemplated in by this Agreement.. [The rest of this page has deliberately been left blank]
Appears in 1 contract
Samples: Convertible Note Exchange Agreement (NaaS Technology Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreements and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Parties (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Law law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Lawlaw), shall limit such disclosure to the information such counsel advises is required to comply with such Law law or regulations, and if reasonably practicable, shall consult with the other party Parties regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParties. Notwithstanding anything to the contrary in this Section 4.126.15, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by without the press, analysts, investors or those attending industry conferences or financial analyst conference callsother Party’s consent, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in by this Agreement.
Appears in 1 contract
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company Parties shall consult with the each other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyhereby. Thereafter, neither none of the Company nor the PurchasersParties, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed)Parties, except to the extent a partyParty’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party Parties regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParties). Notwithstanding anything to the contrary in this Section 4.128.2, each of the Purchasers Ctrip Parties and the Company Seller 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 not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Company Parties or otherwise made in accordance with this Section 8.2 and do not reveal material, non-public information regarding the other parties Parties or the transactions contemplated in this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Ctrip Com International LTD)
Public Disclosure. Without limiting any Any public or other provision of announcement with respect to this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to except as may be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit will be made only upon the mutual agreement of Xxxxxx, on behalf of the Vendor, and the Purchaser; provided, however, that in the event of a request by any regulatory body for disclosure by any party or in the event of a legal requirement to make disclosure, the party making such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding (or parties) prior to making any statement or press release and each party shall use all reasonable efforts, acting in good faith, to agree upon the text for such statement or press release. If a party is subject to a legal requirement to make disclosure, that party shall have the final determination as to the timing and content of such disclosure and give good faith consideration to any suggested changes to but shall make only such disclosure from as it, acting reasonably, believes to be necessary to comply with the other party. Notwithstanding anything legal requirement or as is otherwise agreed to the contrary in this Section 4.12, by each of the Purchasers parties. Information respecting this Agreement and any of the Transactions contemplated hereby or thereby, including any subsequent negotiations and procedures relating thereto, shall otherwise be kept in the strictest of confidence by the Vendor and the Company may Purchaser and their respective authorized representatives. The Purchaser agrees to provide drafts of any proposed disclosure to the Vendor and to make public statements in response to specific questions any changes reasonably requested by the press, 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 by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this AgreementVendor.
Appears in 1 contract
Samples: Share Purchase Agreement
Public Disclosure. Without limiting any other provision of this AgreementOn or before March 31, each of the Purchasers and 2022, the Company shall consult with the other and issue a joint press release with respect file an amendment to the execution of this Agreement, Registration Statement including the Notes and preliminary prospectus to reflect the transactions contemplated hereby and therebyhereby, which shall reference the investment by the Investor. ThereafterNo other written release, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to filing concerning the transactions contemplated hereby by this Agreement shall be issued, filed or thereby furnished, as the case may be, by any party without the prior written consent of the other party (such which consent shall not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems as such disclosure necessary in order to comply with any Law release, announcement or filing as may be required by law or the rules or regulations or policies of any securities exchange or other similar regulatory body (exchange, in which case the disclosing party shall give required to make the other parties notice as promptly as is reasonably practicable of any required disclosure release or announcement shall, to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with allow the other party regarding reasonable time to comment on such disclosure release or announcement in advance of such issuance. The provisions of this Section shall not restrict the ability of a party to summarize or describe the transactions contemplated by this Agreement in the Registration Statement or any registration statements, reports, schedules, forms, prospectuses, proxy statements and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything documents filed with or furnished to the contrary in this Section 4.12, each of the Purchasers and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, SEC so long as the other party is provided a reasonable opportunity to review such disclosure in advance; provided that, the Investor shall have the right to review and consent to the portions of any such statements are disclosure which refers to the names of the Investor and any of its affiliated persons or entities, including the preliminary prospectus and the amendment to the Registration Statement referenced in the first sentence of this paragraph (which consent shall not materially inconsistent with previous press releasesbe unreasonably withheld, public disclosures conditioned or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreementdelayed).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Intermedia Cloud Communications, Inc.)
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and Parties will issue a joint press release mutually agreeable to both Parties with respect to the execution of this Agreement, the Notes Agreement and any other Transaction Agreement and the transactions contemplated hereby and thereby. Thereafter, Thereafter neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this AgreementAgreement or any other Transaction Agreements) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party Party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a partyParty’s counsel deems such disclosure necessary or desirable in order to comply with any Applicable Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party Party shall give the other parties Party prior written notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Applicable Law or regulations, and if reasonably practicable, shall consult with the other party Party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other partyParty. Notwithstanding anything to the contrary in this Section 4.126.15, each of the Purchasers Purchaser and the Company may make public statements in response to specific questions by without the press, analysts, investors or those attending industry conferences or financial analyst conference callsother Party’s consent, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Company or the Purchaser and do not reveal material, non-public information regarding the other parties Party or the transactions contemplated in by this Agreement.
Appears in 1 contract
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers Purchaser and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes Agreement and the transactions contemplated hereby and therebyhereby. Thereafter, neither the Company nor the PurchasersPurchaser, nor any of their respective Subsidiaries or AffiliatesSubsidiaries, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, (a) the Company may disclose this Agreement, the Note and the transactions contemplated hereby in a Form 6-K, (b) the Company may make such disclosure as is required under the relevant stock exchange rules or by the SEC and (c) each of the Purchasers Purchaser and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Purchaser and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.
Appears in 1 contract
Public Disclosure. Without limiting any other provision of this Agreement, each of the Purchasers and the Company shall consult with the other and issue a joint press release with respect to the execution of this Agreement, the Notes and the transactions contemplated hereby and thereby. Thereafter, neither the Company nor the Purchasers, nor any of their respective Subsidiaries or Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby or thereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.124.10, each of the Purchasers and the Company 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 not materially inconsistent with previous press releases, public disclosures or public statements made by the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated in this Agreement.
Appears in 1 contract
Samples: Convertible Senior Notes Purchase Agreement (JinkoSolar Holding Co., Ltd.)