Common use of Public Disclosures Clause in Contracts

Public Disclosures. Except with the prior written consent of Parent or solely to the extent required by applicable Law, no Additional Holder shall issue any press release or otherwise make any public statement with respect to this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby without the prior written consent of each of the other Holders. In the event that an Holder becomes obligated to issue a press release or otherwise make a public statement as described in the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible Parent and the Sponsors of the existence, terms and circumstances surrounding such obligation; (y) consult with Parent and the Sponsors on the content of such press release or other public statement; and (z) include the name of any other Holders in such press release or other public statement only to the extent legally compelled to do so. Notwithstanding the foregoing, each Holder may make any beneficial ownership filings or other filings with the SEC, or amendments thereto, in respect of the Company and its securities, that such Holder reasonably believes is required under applicable law without the prior written consent of Parent, provided that each such Holder shall coordinate with the other Holders in good faith regarding the content and timing of such filings or amendments in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby.

Appears in 4 contracts

Samples: Joinder Agreement (Column Group L P), Joinder Agreement (NGM Biopharmaceuticals Inc), Rollover Agreement (NGM Biopharmaceuticals Inc)

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Public Disclosures. Except with the prior written consent of Parent or solely to the extent required by applicable Law, no Additional Holder No Investor shall issue any press release or otherwise make any public statement with respect to this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby without the prior written consent of each of the other HoldersInvestor Consent unless such press release or public statement is required by Law, regulation or legal or regulatory process, or stock exchange rule. In the event that an Holder Investor becomes obligated to issue a press release or otherwise make a public statement as described in the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible Parent and each of the Sponsors other Investors of the existence, terms and circumstances surrounding such obligation; (y) consult with Parent and the Sponsors other Investors on the content of such press release or other public statement; and (z) include the name of any other Holders Investors in such press release or other public statement only to the extent legally compelled to do so. Notwithstanding the foregoing, each Holder Investor may make any beneficial ownership filings or other filings with the SEC, or amendments thereto, in respect of the Company and its securities, securities that such Holder Investor reasonably believes is required under applicable law Law without the prior written consent of ParentInvestor Consent, provided that each such Holder Investor shall coordinate with the other Holders Investors in good faith regarding the content and timing of such filings or amendments in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby.

Appears in 4 contracts

Samples: Interim Investors' Agreement (Gall Ulrich), Interim Investors' Agreement (SherpaVentures Fund II, LP), Interim Investors' Agreement (JMCM Holdings LLC)

Public Disclosures. Except The Company shall on or before 5:30 p.m., New York time, on the fourth Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Investors by the Company in connection with the prior written consent of Parent or solely to transactions contemplated by the extent required by applicable Law, no Additional Holder Transaction Documents. Neither the Company nor any Investor shall issue any press release releases or otherwise make any other public statement statements with respect to this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby hereby; provided, however, the Company shall be entitled, without the prior written consent approval of each of the other Holders. In the event that an Holder becomes obligated any Investor, to issue make a press release or otherwise make a other public statement disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as described is required by applicable law and regulations (provided that in the preceding sentence, it shall, to case of clause (i) each Investor shall be consulted by the extent permitted by law, (x) notify as promptly as possible Parent and the Sponsors of the existence, terms and circumstances surrounding such obligation; (y) consult Company in connection with Parent and the Sponsors on the content of any such press release or other public statement; and (z) include the name of any other Holders in such press release or other public statement only disclosure prior to the extent legally compelled to do soits release). Notwithstanding the foregoing, each Holder may make any beneficial ownership filings or other filings with the SEC, or amendments thereto, in respect of the Company and its securities, that such Holder reasonably believes is required under applicable law without Without the prior written consent of Parentthe applicable Investor (which may be granted or withheld in such Investor’s sole discretion), provided that each such Holder the Company shall coordinate with not disclose the other Holders in good faith regarding the content and timing name of such filings Investor in any filing (other than any Registration Statement registering the Shares and any other filing as is required by applicable law and regulations), announcement, release or amendments in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby and therebyotherwise.

Appears in 3 contracts

Samples: Note Purchase Agreement (Intellinetics, Inc.), Note Purchase Agreement (Intellinetics, Inc.), Note Purchase Agreement (Intellinetics, Inc.)

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Public Disclosures. Except with the prior written consent of Parent or solely to the extent required by applicable Law, no Additional Holder No Investor shall issue any press release or otherwise make any public statement with respect to this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby without the prior written consent of each of the other HoldersInvestors unless such press release or public statement is required by law, regulation or legal or regulatory process (or stock exchange rule). In the event that an Holder Investor becomes obligated to issue a press release or otherwise make a public statement as described in the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible Parent and each of the Sponsors other Investors of the existence, terms and circumstances surrounding such obligation; (y) consult with Parent and the Sponsors other Investors on the content of such press release or other public statement; and (z) include the name of any other Holders Investors in such press release or other public statement only to the extent legally compelled to do so. Notwithstanding the foregoing, each Holder Investor may make any beneficial ownership filings or other filings with the SEC, or amendments thereto, in respect of the Company and its securities, securities that such Holder Investor reasonably believes is required under applicable law without the prior written consent of Parentthe other Parties, provided that each such Holder Investor shall coordinate with the other Holders Investors in good faith regarding the content and timing of such filings or amendments in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby.

Appears in 3 contracts

Samples: Interim Investors' Agreement (General Atlantic, L.P.), Interim Investors' Agreement (Dragoneer Investment Group, LLC), Interim Investors' Agreement (De Sa Cavalcante Neto Ari)

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