Common use of Public Statements and Disclosure Clause in Contracts

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company, Kaseya Parent and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither Parent, Kaseya Parent, nor the Company shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent with public statements previously made in accordance with this Section 6.13; provided, further, that the restrictions set forth in this Section 6.13 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 or (ii) in connection with any dispute between the parties regarding this Agreement or the Merger.

Appears in 2 contracts

Sources: Merger Agreement (Datto Holding Corp.), Merger Agreement (Datto Holding Corp.)

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company, Kaseya Parent Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as such party Party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice to the other Party as is feasible); provided, provided that neither Parent, Kaseya Parent, Parent nor the Company shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors vendors, investors or stockholders) that are consistent with public statements previously made in accordance with this Section 6.13; provided, further, that the restrictions set forth in this Section 6.13 shall not apply to any release or public statement (i) made or proposed to be made by the Company with respect solely to the extent it relates to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto in compliance with Section 5.3 or (ii) in connection with any dispute between the parties Parties regarding this Agreement or the MergerMerger (such public statements in clause (i) or (ii), the “Permitted Communications”).

Appears in 1 contract

Sources: Merger Agreement (Cambrex Corp)

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company, Kaseya Parent Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements or broad communications directed to such Party’s employees, independent contractors and/or non-employee service providers, suppliers, customers, partners, vendors or stockholders with respect to the Merger Transactions and this Agreement and shall not issue any such press release or make any such public statement or broad communication prior to such consultationconsultation and the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible)system; provided, that neither Parent, Kaseya Parent, Parent nor the Company shall be obligated to engage in such consultation with respect to communications (including communications directed to such Party’s employees, independent contractors and/or non-employee service providers, suppliers, customers, partners, vendors or stockholders) that are consistent with public statements previously made in accordance with this Section 6.136.11; provided, further, that the restrictions set forth in this Section 6.13 6.11 shall not apply to any release or public statement (ia) made or proposed to be made by the Company or Parent with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto or (iib) in connection with any dispute between the parties Parties regarding this Agreement or the MergerTransactions.

Appears in 1 contract

Sources: Merger Agreement (Poshmark, Inc.)

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement issued by each of the Company and Parent shall each be in a joint press release in the form reasonably agreed to by the Parties, and following other Party. Following such initial press releasereleases, the Company, Kaseya Parent Company Parties and Parent Parties shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Merger Mergers and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant with respect to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible)system; provided, that neither Parent, Kaseya Parent, nor the Company Parties shall not be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors vendors, stockholders or stockholdersFinancing Sources) made by either the Parent Parties or the Company Parties, in each case, that are consistent with public statements previously made in accordance with this Section 6.136.12 or any with any plan previously agreed to in writing between the Company Parties and the Parent Parties; provided, further, that the restrictions set forth in this Section 6.13 6.12 shall not apply to any release or public statement (ix) made or proposed to be made by the Company Parties with respect to an Acquisition Proposal, a Superior Proposal or a Company Board Recommendation Change or any action taken pursuant thereto or (iiy) in connection with any dispute between the parties regarding this Agreement or the MergerMergers.

Appears in 1 contract

Sources: Agreement and Plan of Merger (E2open Parent Holdings, Inc.)

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company, Kaseya Parent Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements (including media interviews) with respect to the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, provided that neither Parent, Kaseya Parent, nor the Company Parties shall not be obligated to engage in such consultation with respect to communications (including communications directed to each such Party’s employees, suppliers, customers, partners, vendors or stockholders) that are consistent with public statements previously made in accordance with this Section 6.136.12; provided, further, that the restrictions set forth in this Section 6.13 6.12 shall not apply to any release or public statement (ia) 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 thereto, in each case, in accordance with Section 5.3, or (iib) in connection with any dispute between the parties regarding this Agreement or the Merger.

Appears in 1 contract

Sources: Agreement and Plan of Merger (WK Kellogg Co)

Public Statements and Disclosure. The initial press release with respect to the execution of this Agreement shall be a joint press release in the form reasonably agreed to by the Parties, and following such initial press release, the Company, Kaseya Parent Company and Parent shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (and then only after as much advance notice as is feasible); provided, that neither Parent, Kaseya Parent, Parent nor the Company shall be obligated to engage in such consultation with respect to communications (including communications directed to employees, suppliers, customers, partners, vendors or stockholders) that are consistent with public statements previously made in accordance with this Section 6.13; . provided, further, that the restrictions set forth in this Section 6.13 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 accordance with Section 5.3 or (ii) in connection with any dispute between the parties regarding this Agreement or the Merger.

Appears in 1 contract

Sources: Merger Agreement (Kaleyra, Inc.)