Public Statements and Disclosure. The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one hand, and Parent and Merger Sub and their respective Representatives, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fuller Max L), Agreement and Plan of Merger (Us Xpress Enterprises Inc), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.)
Public Statements and Disclosure. The initial parties hereto agree that the press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following announcing the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made Agreement shall be in a Company Recommendation Change, form mutually agreed to by the Company and its RepresentativesParent and shall be issued as promptly as practicable following the execution of this Agreement. So long as this Agreement is in effect, neither the Company, on the one hand, and nor Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or shall cause its Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any listing agreement with or rule of any national securities other applicable stock exchange or association upon to which the securities of the Company are listedParent is subject, in which case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to a Company Board Recommendation Change or to any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, neither (a) to the extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public announcement, and (b) each party may, without complying with the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and any documents, reports, statements forms or other filings required to be made by Parent nor or the Company will be obligated to engage in such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change orSEC, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent extent that such statements substantially reiterate and are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication7.4.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endo, Inc.), Agreement and Plan of Merger (Endo International PLC), Agreement and Plan of Merger (Biospecifics Technologies Corp)
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will to be a joint press release reasonably acceptable issued with respect to the Company and Parent and will Transactions shall be issued promptly following in the execution and delivery of this Agreementform heretofore agreed to by the parties. Thereafter, unless neither the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and nor Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or permit its Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the Transactions without the prior written consent of the other party, parties (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange NASDAQ or association upon NYSE, as applicable, in which the securities of the Company are listed, case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with respect the foregoing obligations, make any public statement regarding the Transactions in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 7.4, and which provided, that such public statements do not add additional reveal material nonpublic information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationTransactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc)
Public Statements and Disclosure. The initial press release concerning this Agreement and Neither the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and nor Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or permit its Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the Transactions without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange NASDAQ or association upon NYSE, as applicable, in which the securities of the Company are listed, case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.3 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 5.2 or 5.3; provided further that the parties shall not be required by this Section 6.3 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 6.3, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with respect the foregoing obligations, make any public statement regarding the Transactions in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 6.3, and which provided that such public statements do not add additional reveal material nonpublic information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
Public Statements and Disclosure. The initial press release concerning this Agreement and None of the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and or Parent and Merger Sub and their respective RepresentativesAcquisition Sub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or shall cause its Subsidiaries, Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is may be required by applicable Law or any listing agreement with the rules or rule regulations of any a national securities exchange or association upon Governmental Authority to which the securities of the Company are listedrelevant party is subject or submits, wherever situated, in which case the party required to make the release, release or announcement or statement shall use its commercially reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) to comment on, on such release, release or announcement or statement in advance of such issuance. Notwithstanding issuance (it being understood that the foregoingfinal form and content of any such release or announcement, neither Parent nor as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.5 shall not apply to any release or announcement made or proposed to be made by the Company will be obligated following a Company Board Recommendation Change. In addition, nothing herein shall preclude communication or disclosures necessary to engage in such consultation with respect to communications that are (i) principally directed to its employeesimplement the provisions of this Agreement, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or Parent and their respective Affiliates related may make such disclosures as they may consider necessary in order to this Agreement satisfy their legal or contractual obligations to lenders, shareholders, investors or other interested parties, or for purposes of making the Transaction Documents; Company’s or (iv) substantively consistent Parent’s filings with previous public disclosures made the SEC on forms 10-Q, 10-K or 8-K or any regularly scheduled earnings call conducted by such party, without the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors prior written consent of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationother party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Coast Distribution System Inc)
Public Statements and Disclosure. The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, the Company and its Representatives (unless the Company Special Committee Board (or a committee thereof) has made a Company Board Recommendation Change, the Company and its Representatives), on the one hand, and Parent and Merger Sub and their respective Representatives, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuanceMerger. Notwithstanding the foregoing, neither Parent nor (A) the Company will not be obligated to engage in such consultation with respect to communications that are (i) required by applicable Law; (ii) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications of the Company or any communications plan previously agreed to in writing by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (iiiii) related to a Superior Proposal or Company Board Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction DocumentsChange; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 Company from and which do not add additional material information not included in such previous disclosure. after a Company Board Recommendation Change (B) Parent will not be obligated to engage in such consultation with respect to communications that are principally directed disclosures or communications by Parent, Merger Sub and their Affiliates to its existing or prospective general or limited partners, equity holders holders, members, managers and investors of such Person or any Affiliates of such Person, in each case who are subject to customary confidentiality restrictions; and (C) neither the Company nor Parent or its Merger Sub will be obligated to engage in such consultation with respect to communications that are reasonably related to any dispute or Legal Proceeding among the Parties or their respective Affiliates, so long as such communications are consistent or with prior communications previously agreed parties to by Parent and the Company and do not add additional material information not included in such previous communicationEquity Commitment Letter or the Debt Financing Sources, related to this Agreement, the Transaction Documents, the Equity Financing or the Debt Financing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.)
Public Statements and Disclosure. The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Board, acting upon the recommendation of the Company Special Committee, or the Company Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one hand, and Parent and Merger Sub and their respective Representatives, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party party about, and allow the other Party party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates Affiliates, or with parties to the Equity Commitment Letters or the Debt Financing Sources, related to this Agreement or Agreement, the Transaction Documents, the Equity Financing or the Debt Financing; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 6.14 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective general or limited partners, equity holders holders, members and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vepf Vii SPV I, L.P.), Agreement and Plan of Merger (KnowBe4, Inc.)
Public Statements and Disclosure. The initial press release concerning this Agreement and Neither the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and or Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or shall cause its Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any listing agreement with or rule of any national securities other applicable stock exchange or association upon on which the securities of the Company are Parent may be listed, in which case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.8 shall not apply to any release or announcement made or proposed to be made by the Company with respect to or in connection with an Acquisition Proposal or the matters addressed in Section 6.1. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 6.8, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with respect the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as in each case to the extent that such communications statements are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change orpress releases, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 6.8, and which provided that such public statements do not add additional reveal material nonpublic information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationtransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Raptor Pharmaceutical Corp)
Public Statements and Disclosure. The initial press release concerning this Agreement and None of the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and or Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press public release or make any public announcement or statement public disclosure concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except (x) as such release or announcement is may be required by applicable Law or any listing agreement with the rules or rule regulations of any national applicable Israeli, United Kingdom or United States securities exchange or association upon regulatory or Governmental Authority to which the securities of the Company are listedrelevant party, or an Affiliate thereof, is subject or submits, wherever situated, in which case the party required to make the release, release or announcement or statement shall use commercial reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto reasonable time (taking into account the circumstances) to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that, to the extent so required by such applicable Law, rules, regulations, exchange or authority, the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party) and (y) each party may disseminate information substantially consistent with information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding the foregoing, neither (a) nothing in this Section 7.6 shall limit the Company’s or the Company Board’s rights to make public statements about its actions under Section 5.2, Section 5.3 or Section 9.1 without prior consultation, or limit or Parent nor or Merger Sub’s rights to make public statements related thereto, (b) the Company will no longer be obligated required to engage in such consultation consult with respect to communications that are (i) principally directed to its employeesParent, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by and Parent and Merger Sub will no longer be required to consult with the Company, in connection with any such press release or public statement if the Company and do not add additional material information not included in such previous communication (in which case such communications may be Board has made consistent with such plan); (ii) related to a Superior Proposal or any Company Board Recommendation Change or, in each case, any action taken pursuant thereto; and (iiic) with respect the requirements of this Section 7.6 shall not apply to any dispute disclosure by the Company or Legal Proceeding solely among the Parties Parent or their respective Affiliates related to Merger Sub of any information concerning this Agreement or the Transaction Documentstransactions contemplated hereby in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated by this Agreement; or provided, that in the case of any of clauses (iva)-(c), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) substantively consistent with previous public disclosures made by its intended disclosure. For the Parties avoidance of doubt, nothing in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing 7.6 shall affect any other obligation or prospective equity holders and investors limit any right of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company or Parent under this Agreement, including under Section 5.2 and do not add additional material information not included in such previous communicationSection 5.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enzymotec Ltd.), Agreement and Plan of Merger (Frutarom LTD)
Public Statements and Disclosure. The Each of the initial press release concerning releases prepared by the Company and Parent, with respect to the execution of this Agreement shall be in the form previously agreed to by the Parties, and the Merger will be a joint following such initial press release reasonably acceptable to releases, the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one handshall consult with each other before issuing, and Parent give each other the reasonable opportunity to review and Merger Sub comment upon (and their respective Representatives, on the other hand, will consult with consider in good faith any comments made by the other Parties before (a) participating in relation to), any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors press release or other similar Persons; public statements (or (c) providing any statements that are public or are reasonably likely to become public, in each case ) with respect to the extent relating to this Agreement or the Merger Transaction and neither party shall not issue any such press release or make any such public announcement or statement prior to such consultation and without the prior written consent of (x) the other party, Company in the case of any such press release or public statement by Parent or Merger Sub or (y) Parent in the case of any such press release or public statement by the Company (which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided), except that to the extent no such consent shall be required for any such press release or announcement is public statement required by applicable Law Law, court process or by obligations pursuant to any rules of, or listing agreement with or rule of with, any national securities exchange or association upon which national securities quotation system (and then only after as much advance notice to the securities of other Parties and consultation as is feasible) if the applicable Party has provided a right to review such press release or public statement (to the extent permissible); provided that neither the Company are listed, the party required to make the release, announcement or statement nor Parent shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (i) principally including communications directed to its employees, drivers, suppliers, customers, partners partners, vendors or vendors so long as such communications stockholders) that are consistent with prior public statements previously made in accordance with this Section 6.11 or any communications plan previously agreed to by Parent and the Company and do Company. Notwithstanding the foregoing, the restrictions set forth in this Section 6.11 shall not add additional material information not included in such previous communication apply to the portion of any release or public statement (in which case such communications may i) made or proposed to be made consistent by the Company with such plan); (ii) related respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or, made in each case, accordance with this Agreement or any action taken pursuant thereto; thereto or (iiiii) in connection with respect to any dispute or Legal Proceeding solely among between the Parties or their respective Affiliates related to regarding this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Infinera Corp), Agreement and Plan of Merger (Nokia Corp)
Public Statements and Disclosure. The initial press release concerning this Agreement and Neither the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and nor Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or shall cause its Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any listing agreement with or rule of any national securities other applicable stock exchange or association upon on which the securities of the Company are Parent may be listed, in which case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.8 shall not apply to any release or announcement made or proposed to be made by the Company in compliance with Section 6.1. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 6.8, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement and (b) each party may, without complying with respect the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as in each case to the extent that such communications statements are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change orpress releases, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 6.8, and which provided that such public statements do not add additional reveal material non-public information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationtransactions contemplated hereby.
Appears in 1 contract
Public Statements and Disclosure. The initial press release concerning this Agreement and Neither the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and nor Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before shall issue (aor shall cause its Affiliates or Representatives to issue) participating in any media interviews; (b) engaging in public release or make Table of Contents any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to announcement concerning this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any listing agreement with or rule of any national securities other applicable stock exchange or association upon on which the securities of the Company are Parent may be listed, in which case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 5.8 shall not apply to any release or announcement made or proposed to be made by the Company with respect to or in connection with an Acquisition Proposal or the matters addressed in Section 5.1. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 5.8, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with respect the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect case to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 5.8, and which provided that such public statements do not add additional reveal material nonpublic information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationtransactions contemplated hereby.
Appears in 1 contract
Public Statements and Disclosure. The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following announcing the execution and delivery of this AgreementAgreement shall be a joint release of, and shall not be issued without the prior approval of, each of the Company and Parent. Thereafter, unless none of the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and or Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is may be required by applicable Law or any listing agreement with the rules or rule regulations of any national applicable Israeli or United States securities exchange or association upon regulatory or Governmental Authority to which the securities of the Company are listedrelevant party is subject or submits, wherever situated, in which case the party required to make the release, release or announcement or statement shall use commercially reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto reasonable time (taking into account the circumstances) to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.7 shall not apply to any release or announcement made or proposed to be made by the Company pursuant to Section 5.3 or following a Company Board Recommendation Change. Notwithstanding the foregoing, neither without prior consent of the other party, (x) Parent nor may make ordinary course communications to its investors and (y) the Company will be obligated may disseminate (including by press release and media interviews) to engage Israeli media outlets, material substantially similar to material included in such consultation a press release or other document previously approved for public distribution by the other party or other general information on the operations and activities of the Company; provided, further, that the Company shall coordinate with Parent with respect to the dissemination of any such material (including by press release and media interviews) to non-Israeli media outlets. Each party agrees to promptly make available to the other parties copies of any written public communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with made without prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationother parties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SodaStream International Ltd.)
Public Statements and Disclosure. The initial press release concerning with respect to the execution and delivery of this Agreement and the Merger will shall be a joint press release reasonably acceptable to the Company Special Committee and Parent. Without limitation to Section 6.3(d), thereafter, (x) each of the Company, Parent and will be issued promptly following Merger Sub agrees that no public filing, release or announcement concerning the execution and delivery transactions contemplated hereby or statement directed to the employees of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesSubsidiaries concerning the transactions contemplated hereby shall be issued by any Party without the prior written consent of the Company (which consent shall have been approved by the Special Committee) and Parent (which consent, in the case of each of the Company and Parent, shall not be unreasonably withheld, conditioned or delayed), except that no consent shall be required for any such filing, release, announcement or statement required by applicable Law, regulation or stock exchange rule or listing agreement; provided that the applicable Party shall use its reasonable best efforts to provide the other Parties with a right to review such filing, release or announcement in advance (to the extent permissible), and (y) the Company (other than with respect to the portion of any communication relating to an Acquisition Proposal or Adverse Recommendation Change), on the one hand, and Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent Merger, except that none of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company Parties will be obligated to engage in such consultation with respect to communications that are (i) required by applicable Law, regulation or stock exchange rule or listing agreement; (ii) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as or (iii) not inconsistent with public statements previously made in accordance with this Section 6.13; provided that, nothing in this Agreement shall restrict disclosures or communications by Bxxx, Parent, Merger Sub, Guarantors and their respective Affiliates to existing or prospective general or limited partners, equity holders, members, managers and investors of such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in Person or any Affiliates of such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change orPerson, in each casecase who are subject to customary confidentiality restrictions, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among and deal descriptions on such Person’s website in the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors ordinary course of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationbusiness.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.)
Public Statements and Disclosure. The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will shall, to the extent reasonably practicable, consult with the other Parties before prior to issuing (aor causing or permitting its Affiliates or Representatives to issue) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement (including by scheduling any press conference or statement conference call with investors or analysts) concerning this Agreement or the transactions contemplated by this Agreement, and shall not issue any such press release or otherwise make any such public announcement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any listing agreement with or rule of any national securities other applicable stock exchange or association upon on which the securities of the Company are Parent may be listed, in which case the party required to make the release, release or announcement or statement shall use its commercially reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time opportunity (taking into account the circumstances) to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 5.7 shall not apply to any release or announcement made or proposed to be made by the Company in compliance with Section 5.3(g). The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 5.7, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement and (b) each party may, to the extent it has reasonably attempted to coordinate with respect the other party, where practicable, make any public statement regarding the transactions contemplated hereby in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as in each case to the extent that such communications statements are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change orpress releases, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous Exhibit 2.1 public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 5.7 and which provided that such public statements do not add additional reveal material non-public information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationtransactions contemplated hereby.
Appears in 1 contract
Public Statements and Disclosure. The initial press release concerning this Agreement and None of the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and or Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is may be required by applicable Law or any listing agreement with the rules or rule regulations of any national applicable Israeli, United States or Japan securities exchange or association upon regulatory or Governmental Authority to which the securities of the Company are listedrelevant party, or an Affiliate thereof, is subject or submits, wherever situated, in which case the party required to make the release, release or announcement or statement shall use commercial reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto reasonable time (taking into account the circumstances) to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, that the Company shall be permitted (without consulting with Parent) to make such statements and announcements to its employees as the Company shall deem to be reasonably necessary. Notwithstanding the foregoing, neither Parent nor (a) nothing in this Section 7.7 shall limit the Company’s or the Company Board’s rights to make public statements about its actions under Section 5.2, Section 5.3 and Section 9.1 without prior consultation, (b) the Company will no longer be obligated required to engage consult with Parent, and Parent will no longer be required to consult with the Company, in connection with any such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners press release or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and public statement if the Company and do not add additional material information not included in such previous communication (in which case such communications may be Board has made consistent with such plan); (ii) related to a Superior Proposal or any Company Board Recommendation Change or, in each case, any action taken pursuant thereto; or shall have resolved to do so and (iiic) with respect the requirements of this Section 7.6 shall not apply to any dispute disclosure by the Company or Legal Proceeding solely among the Parties or their respective Affiliates related to Parent of any information concerning this Agreement or the Transaction Documents; transactions contemplated hereby in connection with any dispute between the parties regarding this Agreement, the Merger or (iv) substantively consistent with previous public disclosures made the other transactions contemplated by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationAgreement.
Appears in 1 contract
Public Statements and Disclosure. The initial press release concerning So long as this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and is in effect, Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesMerger Sub, on the one hand, and Parent and Merger Sub and their respective Representativesthe Company, on the other handother, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analystsshall not, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become publicand shall cause their respective controlled Affiliates not to, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement statement with respect to the Merger or statement this Agreement without the prior written consent of the other party, party (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent such release or announcement is except (a) as may be required by applicable Law or any listing agreement with the rules or rule regulations of any national applicable United States securities exchange or association upon regulatory or governmental body to which the securities of relevant party is subject, in which case, to the Company are listedextent permitted by applicable Law and practicable under the circumstances, the party required proposing to issue such press release or make the release, such public announcement or statement shall use reasonable best efforts to consult in good faith with the other Party aboutparty before making any such public announcement, and allow the other Party reasonable time (taking into account the circumstancesb) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners any press release or vendors so long as such communications are consistent with prior communications previously agreed to other public statement by Parent and the Company and do not add additional material information not included in such previous communication permitted by Section 5.3 (in which case such communications may be made consistent with such plan); (ii) related including to announce a Superior Proposal or Company Board Recommendation Change orin accordance with Section 5.3) or otherwise made by the Company from and after any Company Board Recommendation Change or (c) statements consistent in all material respects with any release, disclosure or other public statements previously made in accordance with this Section 6.3, or (d) public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to employees, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 6.3, and which provided that such public statements do not add additional reveal material nonpublic information not included in such previous disclosureregarding this Agreement or the transactions contemplated hereby. Parent will The press release announcing the execution and delivery of this Agreement shall be a joint release of, and shall not be obligated issued prior to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors the approval of Parent or its Affiliateseach of, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and Parent (which approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary set forth in this Agreement, nothing herein shall restrict Parent or the Debt Financing Sources or their respective Affiliates or Representatives from making customary announcements and communications in connection with the arrangement and consummation of the Debt Financing; provided, that such public statements do not add additional reveal material nonpublic information not included in such previous communicationregarding this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
Public Statements and Disclosure. The parties agree that the initial press release concerning this Agreement and the Merger will to be a joint press release reasonably acceptable issued with respect to the Company and Parent and will Transactions shall be issued promptly following in the execution and delivery of this Agreementform heretofore agreed to by the parties. Thereafter, unless neither the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and nor Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or permit its Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the Transactions without the prior written consent of the other party, parties (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or any listing agreement with the rules or rule regulations of any national securities exchange NASDAQ or association upon NYSE, as applicable, in which the securities of the Company are listed, case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 6.3 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 5.2 or 5.3; provided further that the parties shall not be required by this Section 6.3 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 6.3, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with respect the foregoing obligations, make any public statement regarding the Transactions in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 6.3, and which provided that such public statements do not add additional reveal material nonpublic information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.)
Public Statements and Disclosure. The initial press release concerning this Agreement and Neither the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and nor Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or shall cause its Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or the rules or regulations of NASDAQ or any listing agreement with or rule of any national securities other applicable stock exchange or association upon on which the securities of the Company are Parent may be listed, in which case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 7.4 shall not apply to any release or announcement made or proposed to be made by any party with respect to the matters addressed in Sections 6.2 or 6.3; provided, further, that the parties shall not be required by this Section 7.4 to provide such opportunity to comment to the other party in the event of any dispute between the parties relating to this Agreement. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 7.4, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement, and (b) each party may, without complying with respect the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 7.4, and which provided that such public statements do not add additional reveal material nonpublic information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationtransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Momenta Pharmaceuticals Inc)
Public Statements and Disclosure. The initial press release concerning with respect to the execution of this Agreement and the Merger will shall be a joint press release reasonably acceptable in the form previously agreed to by the Parties, and following such initial press release, the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one handshall consult with each other before issuing, and Parent give each other the reasonable opportunity to review and Merger Sub comment upon (and their respective Representatives, on the other hand, will consult with consider in good faith any comments made by the other Parties before (a) participating in relation to), any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors press release or other similar Persons; or (c) providing any public statements that are public or are reasonably likely to become public, in each case with respect to the extent relating to this Agreement or the Merger Transactions, and neither party shall not issue any such press release or make any such public announcement or statement prior to such consultation and without the prior written consent of (x) the other party, Company in the case of any such press release or public statement by Parent or Merger Sub (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that to ) or (y) Parent in the extent case of any such press release or announcement is public statement by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), except that no such consent shall be required for any such press release or public statement required by applicable Law Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which the national securities of the Company are listed, the party required to make the release, announcement or statement quotation system (and then only after as much advance notice and consultation as is feasible); provided that neither Party shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation or obtain consent with respect to communications that are (i) principally including communications directed to its employees, drivers, suppliers, customers, partners partners, vendors, stockholders and the media or vendors so long as such communications in response to questions from analysts or investors) that are consistent with prior communications public statements previously agreed made in accordance with this Section 6.9 and in a manner consistent with its past practice in compliance with applicable Law; provided, further, that, the restrictions set forth in this Section 6.9 shall not apply to by Parent and the Company and do not add additional material information not included in such previous communication any release or public statement (in which case such communications may i) made or proposed to be made consistent with such plan); (ii) related respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or, in each case, or any action taken pursuant thereto; thereto or (iiiii) in connection with respect to any dispute or Legal Proceeding solely among between the Parties or their respective Affiliates related to regarding this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationTransactions.
Appears in 1 contract
Public Statements and Disclosure. The initial press release concerning with respect to the execution and delivery of this Agreement and the Merger will shall be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this AgreementParent. Thereafter, unless (x) each of the Company Special Committee has made a Company Recommendation ChangeCompany, Parent and Merger Sub agrees that no public filing, release or announcement concerning the transactions contemplated hereby shall be issued by any Party without the prior written consent of the Company and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except that no consent shall be required for any such filing, release or announcement required by applicable Law, regulation or stock exchange rule or listing agreement; provided that the applicable Party shall use its Representativesreasonable best efforts to provide the other Parties with a right to review such filing, release or announcement in advance (to the extent permissible), and (y) the Company (other than with respect to the portion of any communication relating to an Acquisition Proposal or Company Board Recommendation Change), on the one hand, and Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will use their respective reasonable best efforts to consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each any such case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent Merger, except that none of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company Parties will be obligated to engage in such consultation with respect to communications that are (i) required by applicable Law, regulation or stock exchange rule or listing agreement; (ii) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as or (iii) not inconsistent with public statements previously made in accordance with this Section 6.13; provided that, the foregoing shall not restrict disclosures or communications by Canyon Holdings, Parent, Merger Sub and their Affiliates to existing or prospective general or limited partners, equity holders, members, managers and investors of such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in Person or any Affiliates of such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change orPerson, in each casecase who are subject to customary confidentiality restrictions, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among and deal descriptions on such Person’s website in the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors ordinary course of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationbusiness.
Appears in 1 contract
Public Statements and Disclosure. The initial press release concerning with respect to the execution of this Agreement and the Merger will shall be a joint press release reasonably acceptable in the form previously agreed to by the Parties, and following such initial press release, the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one handshall consult with each other before issuing, and Parent give each other the reasonable opportunity to review and Merger Sub comment upon (and their respective Representatives, on the other hand, will consult with consider in good faith any comments made by the other Parties before (a) participating in relation to), any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors press release or other similar Persons; or (c) providing any public statements that are public or are reasonably likely to become public, in each case with respect to the extent relating to this Agreement or the Merger Transactions, and neither party shall not issue any such press release or make any such public announcement or statement prior to such consultation and without the prior written consent of (a) the other party, Company in the case of any such press release or public statement by Parent or Merger Sub (which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, that to ) or (b) Parent in the extent case of any such press release or announcement is public statement by the Company (which consent shall not be unreasonably withheld or delayed), except that no such consent shall be required for any such press release or public statement required by applicable Law Law, court process or by obligations pursuant to any listing agreement with or rule of any national securities exchange or association upon which the national securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party about, quotation system (and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in then only after as much advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such notice and consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such planis feasible); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among provided that the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will shall not be obligated to engage in such consultation with respect to communications that are principally (including communications directed to its existing employees, suppliers, customers, stockholders or prospective equity holders and investors of Parent or its Affiliates, so long as such communications vendors) that are consistent with prior public statements previously made in accordance with this Section 6.9; provided, further, that, the restrictions set forth in this Section 6.9 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto (in each case, in compliance with Section 5.3(f)), (ii) in connection with any dispute between the Parties regarding this Agreement or the Transactions or (iii) with respect to the termination of this Agreement and the effects or consequences thereof if this Agreement has been terminated in accordance with Section 8.1. Prior to making any written communications previously agreed to by a material number of employees or independent contractors of the Company or any of its Subsidiaries pertaining to compensation or benefit matters in connection with the Transactions, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable opportunity to review and comment on the communication, and the Company and do not add additional material information not included shall consider in such previous communicationgood faith any comments from Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Darden Restaurants Inc)
Public Statements and Disclosure. The initial press release concerning this Agreement and None of the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and or Parent and Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned or delayed; provided), that to the extent except as such release or announcement is may be required by applicable Law or any listing agreement with the rules or rule regulations of any national applicable Israeli or United States securities exchange or association upon regulatory or Governmental Authority to which the securities of the Company are listedrelevant party, or an Affiliate thereof, is subject or submits, wherever situated, in which case the party required to make the release, release or announcement or statement shall use commercial reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto reasonable time (taking into account the circumstances) to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that (i) the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party and (ii) a copy of this Agreement will be filed with the SEC). Notwithstanding the foregoing, neither Parent nor (a) nothing in this Section 7.7 shall limit the Company’s or the Company Board’s rights to make public statements about its actions in accordance with Section 5.2, Section 5.3 and Section 9.1 without prior consultation, (b) the Company will no longer be obligated required to engage consult with Parent, and Parent will no longer be required to consult with the Company, in connection with any such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners press release or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and public statement if the Company and do not add additional material information not included in such previous communication (in which case such communications may be Board has made consistent with such plan); (ii) related to a Superior Proposal or any Company Board Recommendation Change or, in each case, any action taken pursuant thereto; and (iiic) with respect the requirements of this Section 7.7 shall not apply to any dispute disclosure by the Company or Legal Proceeding solely among the Parties or their respective Affiliates related to Parent of any information concerning this Agreement or the Transaction Documents; transactions contemplated hereby in connection with any dispute between the parties regarding this Agreement, the Merger or (iv) substantively consistent with previous public disclosures made the other transactions contemplated by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationAgreement.
Appears in 1 contract
Public Statements and Disclosure. The initial press release concerning this Agreement and Neither the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its RepresentativesCompany, on the one hand, and nor Parent and or Merger Sub and their respective RepresentativesSub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue (or shall cause its Affiliates or Representatives to issue) any press public release or make any public announcement concerning this Agreement or statement the transactions contemplated by this Agreement without the prior written consent of the other party, (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed; provided), that to the extent except as such release or announcement is required by applicable Law or the rules or regulations of the OTCQB or any listing agreement with or rule of any national securities other applicable stock exchange or association upon stock market, in which the securities of the Company are listed, case the party required to make the release, release or announcement or statement shall use its reasonable best efforts to consult with the other Party about, and allow the other Party party or parties hereto a reasonable time (taking into account the circumstances) opportunity to comment on, on such release, release or announcement or statement in advance of such issuanceissuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party); provided, however, that the restrictions set forth in this Section 5.7 shall not apply to any release or announcement made or proposed to be made by the Company in compliance with Section 5.3(e). The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Notwithstanding the foregoing, neither Parent nor (a) to the Company will extent the content of any press release or other announcement has been approved and made in accordance with this Section 5.7, no separate approval shall be obligated required in respect of such content to engage the extent replicated in such consultation whole or in part in any subsequent press release or other announcement and (b) each party may, without complying with respect the foregoing obligations, make any public statement regarding the transactions contemplated hereby in response to communications that are (i) principally directed questions from the press, analysts, investors or those attending industry conferences, and make internal announcements to its employees, drivers, suppliers, customers, partners or vendors so long as in each case to the extent that such communications statements are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change orpress releases, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures or public statements made jointly by the Parties parties or approved by the parties, and otherwise in compliance with this Section 6.13 5.7 and which provided that such public statements do not add additional reveal Evaluation Material (as defined in the Confidentiality Agreement) or material non-public information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing regarding this Agreement or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communicationtransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Environmental Recycling Technologies Inc)