Common use of Publicity Clause in Contracts

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (Advanced Disposal Services, Inc.)

Publicity. Following Except as otherwise set forth in this Section 14.3, Seller and Buyer shall consult with each other with regard to all press releases or other public or private announcements issued or made prior to the execution Closing concerning this Agreement or the transactions contemplated herein, and, except as the disclosing party may reasonably consider necessary in order to satisfy its or its Affiliates’ obligations under Laws or the applicable rules and regulations of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period any Governmental Authority or stock exchange, neither the Company Buyer nor Parent Seller shall issue any such press releases release or otherwise make public announcements with respect other publicity prior to the Merger and Closing, without the prior written consent of the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent party, which shall not to be unreasonably withheld , conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement . Notwithstanding anything in this Agreement to the contrary contained in contrary, prior to Closing Buyer shall be permitted to disclose the terms of this Agreement, the restrictions in this Section 6.8 shall not apply transaction to any communication made person or organization, legal or natural, from whom Buyer is seeking, or intending to seek, finance or investment in relation to the transaction contemplated herein, including any professional consultant or adviser retained by any Party regarding an Acquisition Proposal such person or a Change organization for the purpose of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without evaluating such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) information.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Resource Partners, L.P.)

Publicity. Following The initial press release regarding the execution of this Agreement, Parent and the Company Merger shall issue an initial be a joint press release agreed upon by Parent and thereafter the Company regarding the Merger and Parent each shall consult with each other before issuing, and thereafter provide each other the opportunity to review, during the Pre-Closing Period comment upon and concur with and use reasonable efforts to agree on, neither the Company nor Parent shall issue any press releases or otherwise make making public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s and prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case making any filings with any third party and/or any Governmental Entity with respect thereto, except as such release or announcement may be required by Law or by obligations pursuant to any listing agreement with or rules of the rules Nasdaq National Market or regulations by the request of any United States securities exchange to which the relevant Party is subject, Government Entity with jurisdiction over enforcement of any applicable antitrust or competition Laws in which case such Party the party so required shall use its reasonable best efforts to consult with allow each other party the other Party opportunity to comment on such release or announcement in advance of its issuance, it being understood that the final form and content of any such release or announcement announcement shall be at the ultimate discretion of the disclosing party. Notwithstanding anything to the contrary contained in this Agreement Section 7.9, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response either party may respond to questions from the press, analysts, investors stockholders or those attending industry conferences so long as such statements are not inconsistent inquiries from financial analysts and media representatives in a manner that is consistent with previous press releases, then-existing public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) disclosures.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Niku Corp), Agreement and Plan of Merger (Computer Associates International Inc)

Publicity. Following Neither ANB nor FCB shall, or shall permit any of their respective Subsidiaries or affiliates to issue or cause the execution publication of this Agreement, Parent and the Company shall issue an initial joint any press release agreed upon by Parent and the Company regarding the Merger or other public announcement with respect to, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make any public announcements with respect to disclosure concerning, the Merger and the other transactions contemplated by provided for in this Agreement without the consent of the other Party ’s prior , which consent (such consent will not to be unreasonably withheld ; provided, conditioned however, that nothing in this Section 8.6 shall be deemed to prohibit any Party from making any disclosure which it deems necessary or delayed) advisable, with the advice of counsel, in each case, except as order to satisfy such release or announcement may be required Party’s disclosure obligations imposed by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) NASDAQ.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alabama National Bancorporation), Agreement and Plan of Merger (Florida Choice Bankshares, Inc.)

Publicity. Following So long as this Agreement is in effect, the execution of this Agreement, Parent and the Company shall issue an initial joint parties --------- agree to consult with each other in issuing any press release agreed upon by Parent and or otherwise making any public statement with respect to the Company regarding the Merger Transactions, and thereafter, during the Pre-Closing Period, neither the Company nor Parent no party shall issue any press releases release or otherwise make any such public announcements with respect statement prior to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent ( such consent not to be unreasonably withheld, conditioned or delayed) in each case consultation, except as such release or announcement may be required by Law Law. No press release or other public statement by the rules or regulations parties hereto shall disclose any of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with financial terms of the Transactions without the prior consent of the other Party in advance parties, except as may be required by Law. A breach of such release or announcement. Notwithstanding anything the provisions of this Section 10.10 by a party shall not give rise to the contrary contained in any right to terminate this Agreement , the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) .

Appears in 2 contracts

Samples: Stock Purchase Agreement (Telecorp PCS Inc), Stock Purchase Agreement (Telecorp PCS Inc)

Publicity. Following The initial press release regarding this Agreement and the execution Merger will be a joint press release. Thereafter each of this Agreement the Company, Parent and Merger Sub agrees that without the Company shall issue an initial joint press release agreed upon by Parent and prior written consent of the Company regarding the Merger other parties hereto (which consent will not be unreasonably withheld, and thereafter conditioned or delayed), during the Pre-Closing Period, neither the Company nor Parent shall it will not issue any press releases or otherwise make a public announcements announcement with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent Agreement, including by making any filings with any third party and/or any Governmental Entity ( such consent not to be unreasonably withheld, conditioned or delayed including Nasdaq) in each case with respect thereto, except as such release or announcement may be required by Law or by obligations pursuant to any listing Contract with or rules of Nasdaq or by the rules or regulations request of any United States securities exchange to which the relevant Party is subject Governmental Entity; provided, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement however, that the restrictions set forth in this Section 6.8 6.10 shall not apply to (a) any communication release or announcement made by any Party regarding an Acquisition Proposal or proposed to be made to the extent related to a Change of Recommendation or in connection with an Acquisition Proposal or (b) any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed release or furnished by the Company with the SEC, so long as such statements are announcement that is consistent in all material respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually a party hereto in accordance with this Section 6.8) and Agreement, in each case under this clause (b) each Party may, without to the extent such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) disclosure is still accurate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cintas Corp), Agreement and Plan of Merger (G&k Services Inc)

Publicity. Following the execution of this Agreement, Parent The Company and the Company shall Buyer agree to issue an initial joint press release announcing the execution and delivery of this Agreement to be reasonably agreed upon by Parent the Buyer and the Company regarding Company. Neither the Merger Company, and thereafter the Buyer, during the Pre-Closing Period, neither the Company nor Parent any of their respective affiliates shall issue or cause the publication of any public disclosure, press releases release, or otherwise make other public announcements announcement with respect to the Merger and Merger, this Agreement or the other transactions contemplated by this Agreement without the prior written consent of the other Party’s prior party, which consent (such consent shall not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States listing agreement with a national securities exchange to which the relevant Party is subject, in which case such Party shall use if all reasonable efforts have been made to consult with the other Party party and to afford such other party an opportunity to first review the content of the proposed disclosure and provide reasonable comment regarding the same; provided, that each party or any of their respective affiliates may issue public announcements or make other public disclosures regarding the Merger, this Agreement or the other transactions contemplated by this Agreement that consist solely of information previously disclosed in advance of press releases or announcements previously approved by either party or made by either party in compliance with this Section 5.9; provided, further, that neither party shall be (a) restricted from making internal communications with its employees which are not made public; provided that such release or announcement. Notwithstanding anything party shall consult with the other party with respect to any such communication regarding material developments with respect to the contrary contained Merger (other than those described in Section 5.3), or (b) required by any provision of this Agreement Agreement to consult with or obtain any approval from any other party with respect to a public announcement or press release issued in connection with the receipt and existence of an Acquisition Proposal and matters related thereto or an Adverse Recommendation Change other than as set forth in Section 5.3. For the avoidance of doubt, the restrictions nothing in this Section 6.8 5.9 shall not apply to any communication made by any Party regarding an Acquisition Proposal prevent the Buyer or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous from issuing any press releases, public disclosures release or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make making any public statement in response the ordinary course that does not relate specifically to questions from the press Merger, analysts, investors this Agreement or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly the other transactions contemplated by the Parties hereto (or individually in accordance with this Section 6.8) Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Southwestern Energy Co), Agreement and Plan of Merger (Montage Resources Corp)

Publicity. Following The parties have agreed to the execution of press releases announcing the transactions contemplated by this Agreement . On or after the date hereof, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company parties hereto may make public disclosures regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without provided such disclosure is consistent with the other Party’s prior consent (such consent not to be unreasonably withheld agreed upon press release, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the mutual written consent of Purchaser and Bayer, or other information previously publicly disclosed in compliance herewith. The provisions of this Section 9.7 will not prohibit (a) any disclosure required by any applicable Legal Requirements, or the rules or regulations of any United States securities exchange to which the relevant Party is subject, stock market (in which case such Party shall use reasonable efforts to consult the disclosing party will provide the other parties with the other Party opportunity to review in advance of such release the disclosure) or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to (b) any communication disclosure made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with the enforcement of any Proceeding in which right or remedy relating to this Agreement or the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Contemplated Transactions.

Appears in 2 contracts

Samples: License and Asset Purchase Agreement (Spectrum Pharmaceuticals Inc), License and Asset Purchase Agreement (Spectrum Pharmaceuticals Inc)

Publicity. Following Except as otherwise required by law or court process or by any listing agreement with a national securities exchange or trading market, until the execution Closing, or the date the Agreement is terminated pursuant to Article VIII, TRW and Buyer shall not, and each of this Agreement them shall cause their respective officers, Parent directors, partners, Affiliates, representatives and agents not to, disclose or cause the Company shall disclosure of information, or issue an or cause the publication of the initial joint press release agreed upon by Parent and the Company regarding the Merger or public announcement, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement or any Ancillary Agreement, without the prior review and approval thereof by the other Party’s prior consent ( party hereto, such consent approval not to be unreasonably withheld . All subsequent press releases or public announcements by any party hereto with respect to the transactions contemplated by this Agreement or any Ancillary Agreement require consultation, conditioned or delayed) in each case to the extent practicable, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement party hereto. Notwithstanding anything to the contrary contained in this Agreement, the restrictions Nothing in this Section 6.8 6.7 shall not apply restrict TRW from disclosing information with respect to the transactions contemplated by this Agreement or any communication made Ancillary Agreement to a third party who may engage in a business combination transaction resulting in the acquisition (by any Party regarding an Acquisition Proposal purchase or otherwise) of all or substantially all of the capital stock or assets of TRW; provided that such third party is subject to a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) customary confidentiality agreement.

Appears in 2 contracts

Samples: Master Agreement of Purchase and Sale (TRW Inc), Master Agreement of Purchase and Sale (Goodrich Corp)

Publicity. Following The parties will reasonably agree to the execution of press releases announcing the transactions contemplated by this Agreement . On or after the date the press releases are agreed, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company parties hereto may make public disclosures regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without provided such disclosure is consistent with the other Party’s prior consent (such consent not to be unreasonably withheld agreed upon press release, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the mutual written consent of Purchaser and Spectrum, or other information previously publicly disclosed in compliance herewith. The provisions of this Section 9.6 will not prohibit (a) any disclosure required by any applicable Legal Requirements, or the rules or regulations of any United States securities exchange to which the relevant Party is subject, stock market (in which case such Party shall use reasonable efforts to consult the disclosing party will provide the other parties with the other Party opportunity to review in advance of such release the disclosure) or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to (b) any communication disclosure made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with the enforcement of any Proceeding in which right or remedy relating to this Agreement or the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Contemplated Transactions.

Appears in 2 contracts

Samples: License and Asset Purchase Agreement (Spectrum Pharmaceuticals Inc), License and Asset Purchase Agreement (Spectrum Pharmaceuticals Inc)

Publicity. Following The initial press release regarding the execution Merger shall be a joint press release of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by reasonably acceptable to Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period Company. Thereafter, neither the Company nor Parent Parent, nor any of their respective Affiliates, shall issue any press releases release or otherwise make any other public announcements announcement or public statement (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to this Agreement or the Merger and the or any other transactions contemplated by this Agreement without consulting with each other and providing meaningful opportunity for review and giving due consideration to reasonable comment by the other Party ’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case , except (a) as such press release or other public announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject applicable Law, in which case such the Party required to issue the release or make the announcement shall use commercially reasonable efforts to consult with provide the other Party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance and shall give reasonable and good-faith consideration to any such release comments proposed by the other Party, (b) subject to Section 6.2, if applicable under the circumstances, in connection with a Change of Recommendation or announcement Acquisition Proposal, (c) any disclosure of information concerning this Agreement in connection with any dispute between the Parties regarding this Agreement, or (d) internal announcements to employees that are not made public. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change 6.8, (i) each of Recommendation or in connection with any Proceeding in which the Parties are adverse may make public statements in response to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished questions by the Company with the SEC press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as any such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by Parent and the Parties ( Company or individually in accordance with this Section 6.8) to the extent that they have been reviewed and previously approved by both Parent and the Company and ( b ii) each Party Parent, Merger Sub and their respective Affiliates may, without such consultation consultation or consent, make ordinary course disclosure and communication to existing or prospective general or limited partners, equity holders, members, managers and investors of such Person or any public statement Affiliates of such Person, in response each case who are subject to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) customary confidentiality restrictions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, Inc.)

Publicity. Following The initial press release by each of Parent and the Company with respect to the execution of this Agreement, Agreement shall be acceptable to Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period Company. Thereafter, neither the Company nor Parent (nor any of their respective Affiliates) shall issue any other press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger transactions contemplated hereby without the prior review and approval of the other transactions contemplated by this Agreement without the other Party’s prior consent party (such consent approval not to be unreasonably withheld, conditioned or delayed ) in each case ), except as such release or announcement may be required by Law or by the rules or regulations of any United States listing agreement with a national securities exchange to which the relevant Party is subject exchange, in which case the party proposing to issue such Party press release or make such public announcement shall use its commercially reasonable efforts to consult in good faith with the other Party party before making any such public announcements; provided, that neither Parent nor the Company will be required to obtain the prior approval of or consult with the other party in advance of connection with any such press release or announcement. Notwithstanding anything to public announcement if (a) the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or Company’s board of directors has effected a Change of Recommendation pursuant to Section 6.3(e) or in connection with any Proceeding in which the Parties are adverse if Parent’s board of directors has effected a Change of Parent Recommendation pursuant to each other. Notwithstanding the foregoing Section 6.3(g), (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures release or public statements made jointly by the Parties hereto ( announcement consists of information previously disclosed in a previously distributed press release or individually in accordance with this Section 6.8) public announcement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NXP Semiconductors N.V.), Agreement and Plan of Merger (Freescale Semiconductor, Ltd.)

Publicity. Following the execution of this Agreement No public announcement or disclosure (including any general announcement to employees, Parent and the Company shall issue an initial joint press release agreed upon customers or suppliers) will be made by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements party with respect to the Merger subject matter of this Agreement or the Contemplated Transactions without the prior written consent of Parent, the Company and the other transactions contemplated by Securityholder Representative; provided that the provisions of this Agreement without the other Party’s prior consent Section 5.07 shall not prohibit ( such consent not to be unreasonably withheld, conditioned or delayed a) in each case, except as such release or announcement may be any disclosure required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, applicable Legal Requirements (in which case such Party shall use reasonable efforts to consult the disclosing party will provide the other parties with the other Party opportunity to review and comment in advance of such release disclosure) or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to (b) any communication disclosure made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with the enforcement of any Proceeding in which right or remedy relating to this Agreement or any Ancillary Agreement or the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Well Corp), Agreement and Plan of Merger (American Well Corp)

Publicity. Following No press releases, announcements or other disclosure related to this Agreement or the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement herein will be issued or made without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in written approval of each case of OMP and Rohto, except as such release for any public disclosure which OMP (or announcement may be any Affiliate of OMP) or Rohto in good faith believes is required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, law (in which case such Party shall use reasonable efforts to the disclosing party will consult with the other Party in advance of party prior to making such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8 disclosure).

Appears in 2 contracts

Samples: How and Trademark License Agreement (Obagi Medical Products, Inc.), How and Trademark License Agreement (Obagi Medical Products, Inc.)

Publicity. Following Schlumberger and Cameron shall, unless otherwise required by Applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, consult with each other before issuing any press release or, to the execution of extent practical, otherwise making any public statement or communication with respect to this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and or the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not Agreement. In addition to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements except to employees and make disclosures the extent disclosed in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company consistent with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually Proxy Statement/Prospectus in accordance with this the provisions of Section 6.8) and (b) each Party may 8.2, without such consultation, neither Schlumberger nor Cameron shall issue any press release or otherwise make any public statement in response or disclosure concerning the other party or the other party’s business, financial condition or results of operations without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Schlumberger and Cameron agree to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous issue a mutually acceptable joint press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with release announcing this Section 6.8) Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Schlumberger LTD /Nv/), Agreement and Plan of Merger (Cameron International Corp)

Publicity. Following Neither ANB nor PBF shall, or shall permit any of their respective Subsidiaries or affiliates to issue or cause the execution publication of this Agreement, Parent and the Company shall issue an initial joint any press release agreed upon by Parent and the Company regarding the Merger or other public announcement with respect to, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make any public announcements with respect to disclosure concerning, the Merger and the other transactions contemplated by provided for in this Agreement without the consent of the other Party ’s prior , which consent (such consent will not to be unreasonably withheld ; provided, conditioned however, that nothing in this Section 8.6 shall be deemed to prohibit any Party from making any disclosure which it deems necessary or delayed) advisable, with the advice of counsel, in each case, except as order to satisfy such release or announcement may be required Party’s disclosure obligations imposed by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) NASDAQ.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alabama National Bancorporation), Agreement and Plan of Merger (P B Financial Services Corp)

Publicity. Following the execution of this Agreement, Parent Buyer and the Company shall issue an initial joint consult with each other before issuing any press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to this Agreement or the Merger transactions it contemplates and shall not issue any such press release or make any such public statement without the prior consent of the other party, which shall not be unreasonably delayed, conditioned or withheld; provided, however, that a party may, without the prior consent of the other party (but after such consultation, to the extent practicable in the circumstances), issue such press release or make such public statements as may upon the advice of outside counsel be required by Law. Without limiting the preceding sentence, Buyer and Company shall (i) cooperate to develop all public announcement materials; and (ii) make appropriate management available at presentations related to the transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or reasonably requested by the rules or regulations of any United States securities exchange to which other. In addition, Company and its Subsidiaries shall coordinate with Buyer regarding all communications with customers, suppliers, employees, shareholders, and the relevant Party is subject, community in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything general related to the contrary contained in transactions contemplated by this Agreement , the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) .

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Independent Bank Corp)

Publicity. Following the execution of this Agreement, Parent Buyer and the Company shall issue an initial joint consult with each other before issuing any press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to this Agreement or the Merger transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which shall not be unreasonably delayed or withheld; provided, however, that a party may, without the prior consent of the other party (but after such consultation, to the extent practicable in the circumstances), issue such press release or make such public statements as may upon the advice of outside counsel be required by law. Without limiting the reach of the preceding sentence, Buyer and Company shall (i) cooperate to develop all public announcement materials; and (ii) make appropriate management available at presentations related to the transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or reasonably requested by the rules or regulations of any United States securities exchange to which other. In addition, Company and its Subsidiaries shall coordinate with Buyer regarding all communications with customers, suppliers, employees, stockholders, and the relevant Party is subject, community in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything general related to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Peoples Federal Bancshares, Inc.)

Publicity. Following Sellers, Seller Parent and Buyer agree to communicate with each other and cooperate with each other prior to any public disclosure of the execution transactions contemplated by this Agreement and shall coordinate the timing of any public disclosure. Sellers, Seller Parent and Buyer agree that no public release, filings, notifications, announcement or other communications (including any proxy statement or other communication with shareholders and Governmental Filings) concerning the terms, conditions or substance of this Agreement Agreement or the transactions contemplated hereby shall be issued, Parent released, filed, disseminated or published by any party or its Affiliates without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except that each of Sellers and the Company shall Buyer may issue (a) an initial joint press release announcing the execution of this Agreement that has been agreed upon by Sellers, Seller Parent and the Company regarding the Merger Buyer, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue (b) any press releases release or otherwise make public announcements with respect to announcement so long as any statements contained therein concerning the Merger and Sale or the other transactions contemplated by this Agreement without are consistent with previous releases or announcements made by the applicable party with respect to which such party has complied with the provisions of this Section 5.8 and (c) such other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be that, upon the advice of outside counsel, is likely required by Law or by the rules or and regulations of any United States securities stock exchange to upon which the relevant Party is subject securities of any Seller, in which case such Party shall use reasonable efforts Seller Parent or Buyer, as applicable, or any of their respective Affiliates, are listed. Each party shall, to consult with the extent practicable, allow the other Party party reasonable time to review and comment on all public releases, filings, notifications, announcement or other communications (including proxy statement and other communications with shareholders and Governmental Filings) concerning the transactions contemplated hereby in advance of such release their issuance, release, filing, dissemination or announcement publication. Notwithstanding anything to For the contrary contained in this Agreement avoidance of doubt, the restrictions nothing in this Section 6.8 5.8 shall not apply preclude any party from disclosing this Agreement or the substance or any relevant details of the transactions contemplated by this Agreement on a confidential basis to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which its Representatives, provided that such Representatives have been informed of such party’s confidentiality obligations hereunder and under the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Confidentiality Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Marathon Petroleum Corp), Purchase and Sale Agreement

Publicity. Following The initial press release by each of Parent and the Company with respect to the execution of this Agreement, Agreement shall be approved by each of Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period Company. Thereafter, neither the Company nor Parent (nor any of their respective Affiliates) shall issue any other press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger transactions contemplated hereby without the prior review and approval of the other transactions contemplated by this Agreement without the other Party’s prior consent party (such consent approval not to be unreasonably withheld, conditioned or delayed ) in each case ), except as such release or announcement may be required by Law or by the rules or regulations of any United States listing agreement with a national securities exchange to which the relevant Party is subject exchange, in which case the party proposing to issue such Party press release or make such public announcement shall use its commercially reasonable efforts to consult in good faith with the other Party party before making any such public announcements; provided, that the Company will not be required to obtain the prior approval of or consult with the other party in advance of connection with any such press release or announcement. Notwithstanding anything to public announcement if (a) the contrary contained Company’s board of directors has effected or in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or connection with a Change of Recommendation pursuant to Section 7.3(e) or Section 7.3(f), (b) in connection with any Proceeding in which the Parties are adverse such press release or public announcement pursuant to each other. Notwithstanding the foregoing Section 7.3(e) or Section 7.3(f), or ( a c) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other press release or public announcement consists solely of information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent previously disclosed in all material respects with previous in a previously distributed press releases, public disclosures release or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) announcement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Qlogic Corp), Agreement and Plan of Merger (Cavium, Inc.)

Publicity. Following Unless otherwise required by applicable Law or stock exchange requirements and subject to the execution terms of Section 6.2 and Section 6.3, no party shall make any public announcements in respect of this Agreement Agreement or the Transaction, Parent or otherwise communicate with any news media, without the prior written consent of Buyer and the Company Representative (which consent shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed ) in each case ), except and the parties hereto shall cooperate as to the timing and contents of any such release or announcement may announcement. In the event that any party shall be required by applicable Law or by stock exchange requirements to make any public announcement or disclosure in respect of this Agreement or the rules Transaction, a copy of such announcement or regulations of any United States securities exchange to which the relevant Party is subject, disclosure shall be provided (in which case such Party shall use reasonable efforts to consult with the other Party writing) in advance to Buyer and the Representative, it being the intent that Buyer and the Representative will consider in good faith the views of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or all parties in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed announcement or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) disclosure.

Appears in 2 contracts

Samples: Stock Purchase Agreement (PGT, Inc.), Stock Purchase Agreement (PGT, Inc.)

Publicity. Following The initial press release regarding the execution Merger shall be a joint press release of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period Company. Thereafter, neither the Company nor Parent Parent, nor any of their respective Subsidiaries, shall issue any press releases release or otherwise make any other public announcements announcement or public statement (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement without the other Party’s prior written consent of the Company (in the case of a press release or public announcement by Parent or its Subsidiaries) or Parent (in the case of a public announcement by the Company or its Subsidiaries) (such consent not to be unreasonably withheld, conditioned or delayed ) in each case ), except (i) as such press release or other public announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject applicable Law, in which case the party required to or whose Subsidiary is required to issue the release or make such Party public announcement shall use reasonable best efforts to consult with provide the other Party party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance and shall give reasonable and good faith consideration to any such release comments proposed by the other party or announcement (ii) in connection with a Change of Recommendation, if and to the extent permitted by the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change 6.8, each of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, parties may make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to specific questions from by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Parties hereto ( Company and do not reveal material, non-public information regarding the other parties or individually the transactions contemplated by this Agreement; provided, however, that without limiting the generality of the foregoing and subject to applicable Law and the rules and policies of NASDAQ, the parties agree to use reasonable best efforts to coordinate communications regarding this Agreement, the Merger and the other transactions contemplated hereby with customers, suppliers, employees, shareholders and the community in general in accordance with this Section the joint communications plan set forth in Schedule 6.8 ) .

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pcm, Inc.), Agreement and Plan of Merger (Insight Enterprises Inc)

Publicity. Following The initial press release with respect to the execution of this Agreement, Agreement shall be a joint press release reasonably acceptable to Parent and the Company Company. Thereafter, so long as this Agreement is in effect, none of the Company, Parent or any of their respective Affiliates shall issue an initial joint or cause the publication of any press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements other announcement with respect to the Merger and Merger, this Agreement, the Voting Agreement or any of the other transactions contemplated by this Agreement Transactions without the other Party’s prior consent (such consent not to be unreasonably withheld written approval of the Company and Parent, conditioned or delayed) in each case as the case may be, except as such release or announcement may be required by Law or by any listing agreement with a securities exchange or by the rules or regulations request of any United States securities exchange Governmental Entity (with respect to which the relevant Party is subject, in which case such Party disclosing party shall use reasonable efforts not be required to consult with the other Party in advance of such release or announcement. Notwithstanding anything non-disclosing party but shall provide prior notice to the contrary contained in this Agreement, non-disclosing party of any such public announcements or filings); provided that the restrictions in this Section 6.8 Company shall not apply be required to any communication made by any Party regarding an Acquisition Proposal or a Change obtain the prior written approval of Recommendation or Parent in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed press release or furnished by public announcement that the Company Board has made an Adverse Recommendation Change or resolved to do so in each case, in compliance with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) 6.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Consolidated Graphics Inc /Tx/), Agreement and Plan of Merger (RR Donnelley & Sons Co)

Publicity. Following the execution Effective Date, the parties shall coordinate and cooperate with each other when making public announcements or disclosures to any governmental entities related to the terms of this Agreement Agreement and each party shall have the right to promptly review, Parent comment upon and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent approve (such consent approval not to be unreasonably withheld, conditioned withheld or delayed) any publicity materials, press releases or other public statements or disclosures to governmental entities by the other party that refer to, or that describe any aspect of this Agreement; provided, however, that no party shall have an approval right with respect to any public announcements or disclosures to any governmental entities which are, in each case the reasonable judgment of the party making such public announcement or disclosure, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) law.

Appears in 2 contracts

Samples: Collocation and Maintenance Agreement (Wiltel Communications Group Inc), Lease Agreement (Wiltel Communications Group Inc)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint Prior to making any press release agreed upon by Parent or public announcement with respect to this Agreement or the transaction represented herein, the Party desiring to make such press release or public announcement shall consult in good faith with the other Parties and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements seek comments from such other Parties with respect to the Merger and press release or public announcement (which comments shall be considered in good faith by the proposing Party); provided, however, no Party may specifically identify any other transactions contemplated by this Agreement Party in any press release or public announcement without the express, written prior approval of such other Party ’s prior consent (such consent not ; provided, further, that nothing contained in this Section 11.13 shall be construed to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations require any Party to obtain approval of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance to disclose information with respect to this Agreement or the transaction represented herein (including the names of such release or announcement. Notwithstanding anything the Parties to this Agreement) to the contrary contained in this Agreement extent, and then only to the restrictions in this Section 6.8 shall not apply extent, required by applicable Law or necessary to comply with disclosure requirements of the Securities and Exchange Commission, New York Stock Exchange, or any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) regulated stock exchange.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Resolute Energy Corp), Purchase and Sale Agreement (Resolute Energy Corp)

Publicity. Following Schlumberger and Smith shall, unless otherwise required by Applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, consult with each other before issuing any press release or, to the execution of extent practical, otherwise making any public statement or communication with respect to this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and or the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not Agreement. In addition to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements except to employees and make disclosures the extent disclosed in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company consistent with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually Proxy Statement/Prospectus in accordance with this the provisions of Section 6.8) and (b) each Party may 7.2, without such consultation, neither Schlumberger nor Smith shall issue any press release or otherwise make any public statement in response or disclosure concerning the other party or the other party’s business, financial condition or results of operations without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Schlumberger and Smith agree to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous issue a mutually acceptable joint press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with release announcing this Section 6.8) Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Smith International Inc), Agreement and Plan of Merger (Schlumberger LTD /Nv/)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent Neither party shall issue any press releases or otherwise make public announcements release with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions Seller Transaction Documents, the Buyer Transaction Documents or the transactions contemplated hereby and thereby unless such press release has first been approved by the other party in its sole discretion. After such a press release is disseminated in accordance with the preceding sentence, each party may issue further press releases and similar announcements without the consent of any other party, provided that each such press release or similar announcement contains, with respect to information concerning this Agreement, the Seller Transaction Documents, the Buyer Transaction Documents and the transactions contemplated hereby and thereby, solely the information that is contained in a press release previously approved in accordance with this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other 10.11. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, either party may make any public statement disclosure concerning the transactions contemplated hereby that in response the opinion of such party's counsel may be required by a Governmental Rule or the rules of any stock exchange on or through which such party's or its Affiliates' securities trade; provided, however, that the party making such disclosure shall provide the nondisclosing party with a copy of the intended disclosure reasonably, and to questions from the press extent practicable, analysts prior to public dissemination, and the parties hereto shall coordinate with one another regarding the timing, form and content of such disclosure. Notwithstanding the foregoing, the Buyer will be allowed to disclose the terms of this Agreement and the transactions contemplated hereby (i) to its and its Affiliates' authorized representatives and employees, (ii) to its and its Affiliates' investors in connection with summary information about their financial condition, (iii) to any of its Affiliates, auditors, attorneys, financing sources, potential investors or those attending industry conferences so long as other agents or any other Person to whom they disclose such statements are not inconsistent with previous press releases information in the ordinary course of business, public disclosures and (iv) any bona fide prospective purchaser of the equity or public statements made jointly by assets of the Parties hereto ( Buyer or individually in accordance with this Section 6.8) its Affiliates.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Columbia Laboratories Inc), Asset Purchase Agreement (Columbia Laboratories Inc)

Publicity. Following The initial press release with respect to the execution of this Agreement, Parent and the Company Agreement shall issue an initial be a joint press release to be reasonably agreed upon by Parent the Parties. Crown and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent King shall issue consult with each other before issuing any press releases release or otherwise make making any public announcements statement with respect to the Merger and the other transactions contemplated by this Agreement or the Transactions and shall not issue any such press release or make any such public statement without the other Party’s prior consent ( of the other, such consent not to be unreasonably withheld, conditioned or delayed ; provided, that (a) in each case, except as any such press release or announcement public statement as may be required by applicable Law or by the rules or regulations of any United States listing agreement with any national securities exchange may be issued prior to which such consultation if the relevant Party is subject, in which case such Party shall use making the release or statement has used its reasonable best efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or on a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) timely basis and (b) each Party may, without such consultation, may issue public announcements or make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, other public disclosures regarding this Agreement or the Transactions that consist solely of information previously disclosed in press releases or public statements previously approved by either Party or made jointly by the Parties hereto (or individually either Party in accordance compliance with this Section 6.8) 7.10; provided, further, that the first sentence of this Section 7.10 shall not apply to (x) any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement and (y) internal announcements to employees which are not made public. Notwithstanding anything in this Section 7.10 to the contrary, neither party shall be required by any provision of this Agreement to consult with or obtain any approval from any other Party with respect to a public announcement or press release issued in connection with the receipt and existence of an Acquisition Proposal and matters related thereto or a Change of Recommendation other than as set forth in Section 7.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (C&J Energy Services, Inc.), Agreement and Plan of Merger (Keane Group, Inc.)

Publicity. Following At all times before the execution Closing Date, without the prior written consent (which consent shall not be unreasonably withheld) of this Agreement the other parties hereto, Parent and none of the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent parties hereto shall issue any announcement, press releases release, public statement or otherwise make other information to the press or any third party with respect to this Agreement or the transactions contemplated hereby; provided, however, that nothing contained herein shall prevent any party hereto, at any time, from furnishing any required information to any Governmental Body or from issuing any announcement, press release, public announcements statement or other information to the press or any third party with respect to the Merger and Agreement or the other transactions transaction contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be hereby if required by Law or by the rules any stock exchange or regulations of any United States securities exchange to inter-dealer quotation system on which the relevant Party securities of a party are traded. If a party is subject required by Law or stock exchange requirements to make any such disclosure, in which case it must first provide to the other party the content of the proposed disclosure, with a reasonable opportunity to comment thereon, the reasons that such Party disclosure is required by law, and the time and place that the disclosure will be made. Moreover, notwithstanding any other provision of this agreement, there shall use reasonable efforts be no limitation on either party’s ability to consult with any tax advisor, whether or not independent from the other Party in advance parties, regarding the U.S. federal income tax treatment or tax structure of such release or announcement. Notwithstanding anything to the contrary contained transaction described in this Agreement . The Buyer may disclose the existence and terms of this Agreement to its parent corporation, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees its lenders and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) professional advisors.

Appears in 2 contracts

Samples: Asset Acquisition Agreement (Supergen Inc), Asset Acquisition Agreement (Supergen Inc)

Publicity. Following No Party or any Affiliate or representative of such Party shall issue or cause the execution publication of any press release or public announcement or otherwise communicate with any third party in respect of this Agreement, Parent and Agreement or the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement and the Related Documents without the prior written consent of the other Party’s prior Party (which consent (such consent shall not to be unreasonably withheld, conditioned or delayed ) in each case ), except as such release or announcement may be required by Law or by the rules or regulations of any United States applicable securities exchange to which the relevant Party is subject rules, in which case the case, the Party required to publish such Party press release or public announcement shall use reasonable efforts to consult with allow the other Party a reasonable opportunity to comment on such press release or public announcement in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other publication. Notwithstanding the foregoing, (a) each Party may without prior written consent of the other Party, without such consultation the Seller and any of Parent and the Buyers may communicate with customers, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC vendors, so long as such statements are consistent in all respects with previous press releases suppliers, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, financial analysts, investors or those attending industry conferences so long as such statements are not inconsistent and media representatives in the ordinary course of business in a manner consistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually its past practice and in accordance compliance with this Section 6.8) applicable Law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Wireless Telecom Group Inc), Asset Purchase Agreement (Wireless Telecom Group Inc)

Publicity. Following the execution of this Agreement The parties agree that except as required by law, Parent and the Company shall no party will contact or conduct negotiations with public officials, make any public pronouncements, issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make furnish information regarding the business terms of this Agreement to a third party without obtaining the prior written consent of all parties. No party, or its employees with knowledge of the transactions contemplated herein, will trade in the securities of any affiliate of Purchaser until a public announcements with respect to announcement of the Merger and the other transactions contemplated by this Agreement without has been made public. Notwithstanding anything in Section 11.17 and Section 11.18 to the other Party’s prior consent (such consent not contrary, Purchaser will have the right to report any information relating to this transaction required to be unreasonably withheld reported (i) to any governmental entity, conditioned or delayed (ii) in each case connection with tax reporting information filed by Purchaser with the governmental entity, except or (iii) as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may governmental regulatory entity, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by obtaining the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Selling Parties’ consent.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hyatt Hotels Corp), Asset Purchase Agreement (Hyatt Hotels Corp)

Publicity. Following Company may issue a press release announcing the execution of this Agreement, Parent and the Company shall issue an initial joint press release text of which will be mutually agreed upon in advance by Parent and the Company regarding parties promptly after the Merger, and thereafter, during Effective Date. In the Pre-Closing Period, neither the Company nor Parent shall event that either party desires to issue any subsequent press releases relating to this Agreement or otherwise make public announcements activities under this Agreement that disclose information materially different from the information in the text set forth in such initial press release, or in any subsequent authorized press release, such party agrees to obtain the other party’s written permission with respect to the Merger text and timing of such press releases prior to the issuance thereof, provided that such other transactions contemplated by party may not unreasonably withhold consent to such releases, and that each party may make any governmental filings and public disclosures as it determines, based on advice of counsel, are reasonably necessary to comply with laws or regulations or for appropriate market disclosure. In addition, following the initial (or any subsequent) press release announcing this Agreement or any activity under the Agreement, each party will be free to disclose, without the other Party party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement written consent, the restrictions existence of this Agreement and the identity of each other and those terms of this Agreement or activities which have already been publicly disclosed in this Section 6.8 shall not apply accordance herewith. Licensor will have the right to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required as necessary to be filed or furnished by the Company comply with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Applicable Laws.

Appears in 2 contracts

Samples: Exclusive License Agreement (Connect Biopharma Holdings LTD), Exclusive License Agreement (Connect Biopharma Holdings LTD)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint No party will make any press release agreed upon by Parent and the Company or other public announcement regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases this Agreement or otherwise make public announcements with respect to the Merger and the other transactions Transaction Documents or any transaction contemplated by this Agreement without hereby or thereby until the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as text of such release or announcement may has been submitted to the other parties and the other parties have approved the same, which approval shall not be required by Law unreasonably withheld or by delayed; provided, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with the disclosure obligations of the Securities and Exchange Commission and the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) stock exchange.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mexican Restaurants Inc)

Publicity. Following The initial press release with respect to the execution of this Agreement, Parent and the Company Agreement shall issue an initial be a joint press release to be reasonably agreed upon by Parent the Purchaser and the Company regarding the Merger, and thereafter, during the Pre-Closing Period Company. Thereafter, neither the Company nor Parent the Purchaser shall issue or cause the publication of any press releases release or otherwise make other public announcements announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement, the Merger and or the other transactions contemplated by this Agreement Transactions without the other Party’s prior consent of the other Party ( such which consent shall not to be unreasonably withheld , conditioned or delayed) in each case ), except as such release or announcement may be required by Law or by the any listing agreement with or rules or regulations of any United States national securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal NASDAQ or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the request of any Governmental Authority. Each of the Purchaser and the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, may make any public statement in response to specific questions from presented by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with substantially similar to previous press releases, public disclosures or public statements made jointly by the Parties hereto ( Purchaser or individually the Company in accordance with this Section 6.8) 6.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gilat Satellite Networks LTD)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an The initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the execution and delivery of this Agreement shall be a release mutually agreed to by the parties. Thereafter, each of Parent, Merger Sub, and the other Company agrees that no public release or announcement or statement concerning this Agreement or the transactions contemplated hereby shall be issued by this Agreement any party without the prior written consent of the other Party’s prior parties hereto (which consent (such consent shall not to be unreasonably withheld, conditioned or delayed ) in each case ), except (i) as such release or announcement may be required by Law applicable law or by the rules or regulations of any United States securities applicable Governmental Authority or stock exchange to which the relevant Party party is subject, in which case such Party the party required to make the release or announcement shall use reasonable efforts to consult with the other Party party about, and allow the other party reasonable time to comment on, such release or announcement in advance of such release issuance or announcement. Notwithstanding anything to the contrary contained in this Agreement (ii) for such releases, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal announcements or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements that are consistent in all respects with previous press other such releases, public disclosures announcement or public statements made jointly by after the Parties (or individually date of this Agreement in accordance compliance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) 7.6.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FoxWayne Enterprises Acquisition Corp.)

Publicity. Following Except (a) communications consistent with the execution final form of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and announcing the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without and the other Party’s prior consent investor presentation given to investors in connection with the announcement of the transactions contemplated by this Agreement or ( such consent not to be unreasonably withheld, conditioned or delayed b) in each case, except as such release or announcement may be required by Applicable Law or by the obligations pursuant to any listing agreement with or rules or regulations of any United States national securities exchange to which exchange, the relevant Party is subject VGAC Parties, in which case such Party on the one hand, and the Company, on the other hand, shall use reasonable efforts to consult with each other, and provide meaningful opportunity for review and give due consideration to reasonable comment by the other, prior to issuing any press releases or other public written communications or otherwise making planned public statements with respect to the transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority with respect thereto, and shall not make or issue any such press release or other public written communications or otherwise make any planned public statements without the prior written consent of the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VG Acquisition Corp.)

Publicity. Following So long as this Agreement is in effect, each of the execution of this Agreement, Parent parties hereto shall consult with each other and give each other and the Company shall issue an initial joint Special Committee a reasonable opportunity to review and comment on, any press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make other public announcements statement with respect to the Merger Transactions and shall not issue any such press release or make any such public statement prior to obtaining the consent of the other transactions contemplated by this Agreement without parties (provided that the other Party’s prior consent (such of the Seller Representative shall be deemed consent not to be unreasonably withheld, conditioned or delayed) in each case on behalf of all Sellers), except as such release or announcement may be required by applicable Law, duties under applicable Law or by the rules or regulations of obligations pursuant to any United States listing agreement with a national securities exchange to which the relevant Party is subject exchange. Notwithstanding this Section 4.13, in which case such Party no party shall use reasonable efforts be required to consult with or obtain the consent of the other Party in advance of such release or announcement. Notwithstanding anything parties prior to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection making statements that are consistent with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by any Seller or the Parties (or individually REIT in accordance compliance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) 4.13.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.)

Publicity. Following the Upon execution of this Agreement Agreement and at Closing, Parent the parties will issue press releases in the form prepared by Buyer, subject to the written approval of Agent, which shall not be unreasonably withheld. Except as permitted in Section 5.04 above and the Company shall issue an initial joint press release agreed upon this Section 5.5 and except as required by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period law, neither Shareholders, the Company Company, nor Parent Buyer nor any of their respective Affiliates shall issue any press releases release or otherwise make any other public announcements statement or any correspondence or other communication with respect to the Merger execution and Closing of this Agreement unless the other party shall have had the prior opportunity to review and comment thereon and such release or statement has been consented to by such party. Except as permitted in Section 5.4 above and this Section 5.5, neither Buyer, the Company nor Shareholders nor any of their respective Affiliates shall issue or cause the publication of any press release or any correspondence or other communication with respect to this Agreement or the transactions contemplated by this Agreement hereby without the prior agreement of the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case party, except as such release or announcement may be required by Law or by law. In this regard, Shareholders acknowledge Parent’s reporting and disclosure obligations under the rules or regulations of any United States Exchange Act, other federal and state securities exchange to which the relevant Party is subject, in which laws and case such Party shall use reasonable efforts to consult with the other Party in advance interpretations of such release or announcement. Notwithstanding anything to the contrary contained laws, whether as reported in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation its Securities Filings or in connection its everyday discussions with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing securities analysts, (a) each Party may, without such consultation, make internal announcements to employees Shareholders and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as but such statements are requirements shall not inconsistent with previous press releases, public disclosures or public statements made jointly by release Parent from its obligations set forth in the Parties hereto (or individually in accordance with this Section 6.8) preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Amerigroup Corp)

Publicity. Following The initial press release by each of Parent and the Company with respect to the execution of this Agreement, Agreement shall be reasonably acceptable to Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither Company. Neither the Company nor Parent (nor any of their respective Affiliates) shall issue any other press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger and Contemplated Transactions without the prior agreement of the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case party, except (a) as such release or announcement may be required by Law or by the rules or regulations of any United States listing agreement with a national securities exchange to which the relevant Party is subject exchange, in which case the party proposing to issue such Party press release or make such public announcement shall use its reasonable best efforts to consult in good faith with the other party before making any such public announcements, (b) that the Company shall not be required to obtain the prior agreement of any Purchaser Party in advance connection with the receipt and existence of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal and matters related thereto or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing Recommendation, and ( a c) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company may otherwise communicate in the ordinary course with the SEC its employees, so long customers, suppliers and vendors as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) it deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alliance HealthCare Services, Inc)

Publicity. Following Neither JBI nor HBI shall, or shall permit any of their respective Subsidiaries or affiliates to issue or cause the execution publication of this Agreement, Parent and the Company shall issue an initial joint any press release agreed upon by Parent and the Company regarding the Merger or other public announcement with respect to, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make any public announcements with respect to disclosure concerning, the Merger and the other transactions contemplated by provided for in this Agreement without the consent of the other Party ’s prior , which consent (such consent will not to be unreasonably withheld ; provided, conditioned however, that nothing in this Section 8.6 shall be deemed to prohibit any Party from making any disclosure which it deems necessary or delayed) advisable, with the advice of counsel, in each case, except as order to satisfy such release or announcement may be required Party’s disclosure obligations imposed by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) NASDAQ.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jacksonville Bancorp Inc /Fl/)

Publicity. Following So long as this Agreement is in effect, the execution of this Agreement, Parent and the Company shall issue an initial joint parties agree --------- to consult with each other in issuing any press release agreed upon by Parent and or otherwise making any public statement with respect to the Company regarding the Merger Transactions, and thereafter, during the Pre-Closing Period, neither the Company nor Parent no party shall issue any press releases release or otherwise make any such public announcements with respect statement prior to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent ( such consent not to be unreasonably withheld, conditioned or delayed) in each case consultation, except as such release or announcement may be required by Law Law. No press release or other public statement by the rules or regulations parties hereto shall disclose any of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with financial terms of the Transactions without the prior consent of the other Party in advance parties, except as may be required by Law. A breach of such release or announcement. Notwithstanding anything the provisions of this Section 10.9 by a party shall not give rise to the contrary contained in any right to terminate this Agreement , the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) .

Appears in 1 contract

Samples: Stock Purchase Agreement (Telecorp PCS Inc)

Publicity. Following Except as otherwise set forth in this Section 14.3, Seller and Buyer shall consult with each other with regard to all press releases or other public or private announcements issued or made prior to the execution Closing concerning this Agreement or the transactions contemplated herein, and, except as the disclosing party may reasonably consider necessary in order to satisfy its or its Affiliates’ obligations under Laws or the applicable rules and regulations of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period any Governmental Authority or stock exchange, neither the Company Buyer nor Parent Seller shall issue any such press releases or otherwise make public announcements release prior to the Closing, without the prior written consent of the other party, which shall not be unreasonably withheld; provided that a party shall have no obligation under this Section 14.3 with respect to information the Merger substance of which has previously been publicly disclosed by a party other than themselves in breach of this Agreement and provided further that any information concerning this Agreement or the transactions contemplated herein once in the public domain may be discussed with the media, in investor presentations and conference calls, one on ones and other investor related activities without the consent of the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) party.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Carrizo Oil & Gas Inc)

Publicity. Following None of the execution of this Agreement Parties shall and, Parent and the Company each Party shall cause its Affiliates not to, make or issue an initial joint any public announcement or press release agreed upon by Parent and to the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make general public announcements with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement without the prior written consent of the other Party’s prior Parties, which consent (such consent shall not to be unreasonably withheld, conditioned or delayed ) in each case ; provided, except as that no such release consent or announcement may prior notice shall be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding public announcement or press release the content of which is consistent with that of any prior or contemporaneous public announcement or press release by any Party in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance compliance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement 6.9. Nothing in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8 6.9 shall limit any Party from making any announcements, statements or acknowledgments that such Party is required by applicable Law or the requirements of any national securities exchange to make, issue or release (including in connection with the exercise of the fiduciary duties of the board of directors of Landcadia) ; provided, that, to the extent practicable, the Party making such announcement, statement or acknowledgment shall provide such announcement, statement or acknowledgment to the other Parties prior to release and consider in good faith any comments from such other Parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landcadia Holdings, Inc.)

Publicity. Following So long as this Agreement is in effect, the execution of this Agreement, Parent and the Company shall issue an initial joint parties agree to consult with each other in issuing any press release agreed upon by Parent and or otherwise making any public statement with respect to the Company regarding the Merger Transactions, and thereafter, during the Pre-Closing Period, neither the Company nor Parent no party shall issue any press releases release or otherwise make any such public announcements with respect statement prior to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent ( such consent not to be unreasonably withheld, conditioned or delayed) in each case consultation, except as such release or announcement may be required by Law Law. No press release or other public statement by the rules or regulations parties hereto shall disclose any of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with financial terms of the Transactions without the prior consent of the other Party in advance parties, except as may be required by Law. A breach of such release or announcement. Notwithstanding anything the provisions of this Section 10.9 by a party shall not give rise to the contrary contained in any right to terminate this Agreement , the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) .

Appears in 1 contract

Samples: Dobson Communications Corp

Publicity. Following The Parties agree that (a) the initial press release with respect to this Agreement and the transactions contemplated hereby (which press release the Parties contemplate will be issued promptly following the execution and delivery of this Agreement , Parent and the Company ) shall issue an initial joint be a press release agreed upon by Parent of Parent, subject to the review and the Company regarding the Merger approval of Purchaser, and thereafter, during (b) the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements release with respect to the Merger Closing hereby shall be a joint press release of Parent and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not Purchaser. Subject to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, no Party shall release, publish, or otherwise make available to the public in any manner whatsoever any information or announcement regarding the transactions contemplated herein without the prior written consent of the other Parties; provided, however, that nothing contained herein or in the Confidentiality Agreement will ( a x) each limit any Party may from making any announcements, without statements or acknowledgments that such consultation Party is required by applicable Law to make, make internal announcements to employees and make issue or release, or (y) limit Parent from making any disclosures in documents (including exhibits and all other information incorporated therein) required that it deems necessary or advisable to be filed or furnished by the Company made in filings with the SEC . Subject to the foregoing, so long as Parent and Purchaser will consult with each other concerning the means by which each Company's Employees, customers, suppliers and others having business relations with each Company will be informed of the transactions contemplated hereby, and Purchaser will have the right to be present for any such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) communications.

Appears in 1 contract

Samples: Purchase Agreement (Mueller Water Products, Inc.)

Publicity. Following the execution of this Agreement, Parent and the The Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall not issue any press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement hereby without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case agreement of Parent, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject Law, in which case such Party the Company shall use its reasonable best efforts to consult in good faith with Parent before making any such public announcements; provided that the other Party Company will no longer be required to obtain the prior agreement of or consult with Parent in advance of connection with any such press release or announcement. Notwithstanding anything to public announcement if the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or Company’s board of directors has effected a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures release or public statements made jointly by the Parties (or individually in accordance with announcement pursuant to paragraph 6.3(f) of this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compliance Systems Corp)

Publicity. Following The initial joint press release and investor presentation by Marathon and Uniloc with respect to the execution of this Agreement, Parent Agreement shall be acceptable to each of Uniloc and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period Marathon. Thereafter, neither the Company Marathon nor Parent Uniloc (nor any of their respective Affiliates) shall issue any other press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger Transactions without the prior review and approval of the other transactions contemplated by this Agreement without the other Party’s prior consent party (such consent approval not to be unreasonably withheld, conditioned or delayed ) in each case ), except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject listing agreement, in which case the party proposing to issue such Party press release or make such public announcement shall use its commercially reasonable efforts to consult in good faith with the other Party party before making any such public announcements; provided, that a party will not be required to obtain the prior approval of or consult with the other party in advance of connection with any such press release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or public announcement if such party’s board of directors has effected a Marathon Change of Recommendation or in connection with any Proceeding in which Uniloc Change of Recommendation, as the Parties are adverse to each other. Notwithstanding the foregoing case may be, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company upon compliance with the SEC, so long as limitations on such statements are consistent changes in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (Marathon Patent Group, Inc.)

Publicity. Following So long as this Agreement is in effect, each of the execution parties hereto (i) shall not, and shall cause its Affiliates not to, issue or cause the publication of this Agreement, Parent and the Company shall issue an initial joint any press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue or other announcement to any press releases or otherwise make public announcements person with respect to this Agreement or the Merger and transactions contemplated hereby without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that nothing contained herein shall (A) limit the right of each of the parties hereto and their Affiliates to make a legally required filing or communication, provided, however, to the extent possible, such party shall consult with the other party before making such filing or communication, or responding to any communications initiated by any non-affiliated person, including but not limited to, any Governmental Authority or any person to whom a Required Consent relates, (B) prohibit either party hereto (or its Affiliates) from initiating communications with, and making presentations to any Governmental Authority relating to the transactions contemplated hereby if such party gives prior notice thereof to the other party hereto, (C) prohibit Buyer or Seller or any of their respective Affiliates from communicating with any third party information in any way relating to the transactions that have been made known to the general public, or (D) prohibit Buyer or Seller from contacting a third party in connection with securing a Required Consent or other consent or approval in connection with the consummation of the transactions contemplated by this Agreement without the other Party’s prior consent Agreement; ( such consent not to be unreasonably withheld, conditioned or delayed ii) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult cooperate fully with the other Party in advance of such release party hereto with respect to issuing or announcement. Notwithstanding anything publishing any press release, or other announcement or other written communication to any non-affiliated person and preparing written and oral communications to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company agents of each party hereto with the SEC, so long as such statements are consistent purpose of effectuating the transactions in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) best interest of the parties and the Business; and ( b iii) each Party may shall promptly notify the other party of any announcements which are made to Affiliates and any communications received from and responses provided to non-affiliated persons, without such consultation in either case, make any public statement in response with respect to questions from this Agreement or the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rocky Shoes & Boots Inc)

Publicity. Following the execution of this Agreement, Parent and the Company Each Party shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall not issue any press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement (to the extent not previously publicly disclosed or made in accordance with this Agreement) without the prior written consent of the other Party’s prior consent Party (such consent not to be unreasonably withheld, conditioned conditioned, or delayed) in each case, except as order to allow such Party with a reasonable opportunity to review and comment on the release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement its issuance. Notwithstanding anything to the contrary contained in this Agreement section 4.8, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, may make internal announcements statements in response to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished questions by the Company with the SEC press, so long as analysts, investors, business partners, and persons at industry conferences, provided that such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) disclosures, and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) generally known facts.

Appears in 1 contract

Samples: Carrying Agreement (Fusion Acquisition Corp.)

Publicity. Following the execution of The initial press release regarding this Agreement, Parent the Arrangement, the Merger and the Company transactions contemplated by this Agreement shall issue an initial be a joint press release to be reasonably agreed upon by Parent and the Company regarding the Merger Company. Thereafter, none of Parties shall, and thereafter none of the Parties shall permit any of their respective Affiliates to, during issue or cause the Pre-Closing Period, neither the Company nor Parent shall issue publication of any press releases release or similar public announcement with respect to, or otherwise make any public announcements with respect to statement concerning, this Agreement, the Arrangement, the Merger and or the other transactions contemplated by this Agreement without first consulting with Parent, in the other Party’s prior consent (such consent not to be unreasonably withheld case of a proposed announcement or statement by the Company or its Subsidiaries, conditioned or delayed) the Company, in the case of a proposed announcement or statement by a Parent Party or any of their respective Affiliates and, in each case, except providing Parent or the Company, as such applicable, a reasonable opportunity to comment; provided, however, that the restrictions set forth in this Section 7.11 will not apply to any release or announcement may public statement (a) made or proposed to be required by Law or made by the rules Company in connection with a Company Adverse Recommendation Change or regulations of any United States securities exchange to which action taken pursuant thereto, or (b) in connection with any dispute between the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in Parties regarding this Agreement, the restrictions Arrangement, the Merger, or the transactions contemplated by this Agreement; provided, further, that the foregoing shall be subject to each Party’s overriding obligation to make disclosure in this Section 6.8 accordance with applicable Law, and if such disclosure is required and the other Party has not reviewed or commented on such disclosure, the Party or such Affiliate making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not apply to any communication made by any prevent either Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make from making internal announcements to employees and make disclosures in documents (including exhibits having discussions with shareholders and all financial analysts and other information incorporated therein) required to be filed or furnished by the Company with the SEC, stakeholders so long as such statements and announcements are consistent in all respects with previous the most recent press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Parties.

Appears in 1 contract

Samples: Voting Agreement (Burger King Worldwide, Inc.)

Publicity. Following Except (a) communications consistent with the execution final form of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and announcing the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without and the other Party’s prior consent investor presentation given to investors in connection with the announcement of the transactions contemplated by this Agreement or ( such consent not to be unreasonably withheld, conditioned or delayed b) in each case, except as such release or announcement may be required by applicable Law or by the obligations pursuant to any listing agreement with or rules or regulations of any United States national securities exchange to which exchange, the relevant Party is subject Silver Spike Parties, in which case such Party on the one hand, and the Company and the Holder Representative, on the other hand, shall use reasonable efforts to consult with each other, and provide meaningful opportunity for review and give due consideration to reasonable comment by the other, prior to issuing any press releases or other Party in advance of public written communications or otherwise making planned public statements with respect to the transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority with respect thereto, and shall not make or issue any such press release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to other public written communications or otherwise make any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or planned public statements made jointly by without the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from prior written consent of the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) other.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Silver Spike Acquisition Corp.)

Publicity. Following the execution of this Agreement Neither party shall advertise, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall make or issue any press releases or otherwise make public announcements statement with respect to this Agreement or otherwise disclose the Merger fact that this Agreement is in existence without the prior review and written consent of the other transactions contemplated by this Agreement without party; provided that either party may disclose that TTS is supplying services to NNS. In the other Party’s prior consent (such consent not to be unreasonably withheld event, conditioned or delayed) in each case however, except as such release that legal counsel for either party is of the opinion that a statement or announcement may be is required by Law applicable law, then that party may issue a statement or by the rules announcement limited solely to that which legal counsel for that party advises is required under law or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other rules. Notwithstanding the foregoing, (a) each Party may, without Tenneco Inc. may make such consultation, make internal announcements to employees and make disclosures in documents (including exhibits connection with the reporting to the Securities and Exchange Commission and the public by it and its subsidiaries in connection with the Spinoff and all other information incorporated therein) required transactions contemplated to be filed take place on the Effective Date as Tenneco Inc. and its counsel shall determine. In addition, NNS may make such disclosures in connection with its reporting to the DCAA and related government contract compliance procedures. The disclosing party shall provide the other party with a copy of any such statement or furnished by announcement for prior review before issuing such statement or announcement. Subject to the Company with reporting requirements stated above, neither party shall in any case disclose the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with contents of this Section 6.8) and (b) each Party may, without such consultation, make Agreement to any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) third party.

Appears in 1 contract

Samples: Professional Services Agreement (Newport News Shipbuilding Inc)

Publicity. Following The Buyer shall have the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect right to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent approve (such consent approval not to be unreasonably withheld, conditioned withheld or delayed) before issuance any disclosure in each case any press release, except as such SEC filing or other public document made by or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or announcement may be other public disclosure (including any filings with the SEC) with respect to such transactions as is required by Law or by applicable law and regulations so long as the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to Company and its counsel consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or Buyer in connection with any Proceeding in which such press release or other public disclosure at least one (1) Business Day prior to its release; provided, however, that the Parties are adverse Company’s obligations pursuant to each other. Notwithstanding this Section 11(i) shall not apply if the foregoing material provisions of such press release, (a) each Party may SEC filing, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all or other information incorporated therein) required to be filed or furnished public disclosure previously has been publicly disclosed by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8 11(i). The Buyer must be provided with a copy of the disclosure at least one (1) and (b) each Party may, without such consultation, make Business Day prior to any public statement in response to questions from the press, analysts, investors release or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly use by the Parties hereto (or individually in accordance with Company thereof, it being understood that the Buyer's review and approval of any disclosure pursuant to this Section 6.8). 11(i) relates solely to the portions of any document that references the Buyer, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby and not to any other part of any such document. 

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Veru Inc.)

Publicity. Following Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, Parent and the Company shall will issue an initial joint such press release agreed upon by Parent promptly following the execution of this Agreement. From and after the Company regarding date of this Agreement until the Merger earlier of the Effective Time or the date, and thereafter if any, during the Pre-Closing Period on which this Agreement is terminated pursuant to Section 8.1, so long as this Agreement is in effect, neither the Company nor Parent Parent, nor any of their respective affiliates, shall issue or cause the publication of any press releases release or otherwise make any public announcements announcement with respect to the Merger and the other transactions contemplated by Transactions or this Agreement without the other Party’s prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed ) in each case ), except as unless such release or announcement may be Party determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or regulations trading market to issue or cause the publication of any United States securities exchange press release or any public announcement with respect to which the relevant Party is subject Transactions or this Agreement, in which case event such Party shall use endeavor, on a basis reasonable efforts under the circumstances, to consult with provide a meaningful opportunity to the other Party to review and comment upon such press release or public announcement in advance of such release and shall give due consideration to all reasonable additions, deletions or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other changes suggested thereto. Notwithstanding the foregoing foregoing provisions of this Section 6.3, ( a i) each Party may, without such consultation, make internal announcements to employees Parent and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with may make press releases and other public announcements concerning this Agreement or the SEC, so long as such statements are consistent Transactions that consist solely of information previously disclosed in all material respects with in previous press releases, releases and other public disclosures or public statements announcements made jointly by Parent and/or the Parties (or individually Company in accordance compliance with this Section 6.8 6.3, (ii) Parent and (b) each Party may, without such consultation, the Company may make any public statement statements in response to specific questions from by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not inconsistent with consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Parties hereto ( Company or individually Parent in accordance compliance with this Section 6.8) 6.3 and do not reveal material, non-public information regarding the other Parties, this Agreement or the Transactions, (iii) the Company shall not be required to provide any review or comment to Parent regarding any statement, release or disclosure made by the Company or its Representatives that does not reveal material, non-public information regarding the Parties, this Agreement or the Transactions in response to or in connection with the receipt and existence of a Competing Proposal, the consideration of making a Company Change of Recommendation or any matters related thereto, and (iv) Parent shall not be required to provide any review or comment to the Company regarding any statement, release or disclosure made by the Parent or its Representatives that does not reveal material, non-public information regarding the Company or the Company Subsidiaries, this Agreement or the Transactions in response to or in connection with the Company’s receipt and existence of, or disclosure in relation to, a Competing Proposal, or any matters related thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.)

Publicity. Following The initial press releases with respect to the execution Transaction shall be a separate press release by each of Seller and Purchaser and each has been agreed upon by Seller and Purchaser. Other than such press releases, neither Party nor any Affiliate or Representative of such Party shall issue or cause the publication of any press release or public announcement in respect of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases Transaction or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the prior written consent of the other Party’s prior Party (which consent (such consent shall not to be unreasonably withheld, conditioned or delayed ) in each case ), except as such release or announcement may be required by Law or by the rules or regulations of any United States securities stock exchange to which the relevant Party is subject rules, in which case the Party required to publish such Party press release or public announcement shall use reasonable efforts to consult with provide the other Party a reasonable opportunity to comment on such press release or public announcement in advance of such release or announcement. Notwithstanding anything to publication; provided that the contrary contained in this Agreement, the restrictions in this Section 6.8 foregoing shall not apply to any communication made by any Party regarding an Acquisition Proposal press release or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, public announcement so long as such any statements contained therein concerning the Transaction or the other transactions contemplated by this Agreement are consistent in all respects with previous press releases, public disclosures releases or public statements announcements made jointly by the Parties (or individually in accordance applicable Party with respect to which such Party has complied with the provisions of this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) 5.7.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Agios Pharmaceuticals, Inc.)

Publicity. Following Other than any press releases to be issued in connection with the execution of this Agreement Agreement substantially in the form as previously agreed by Buyer and Seller Parent, Parent and the Company shall issue an initial joint Parties will not publish any press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make other public announcements with respect to the Merger and the other transactions contemplated by announcement concerning this Agreement or the Transaction inconsistent with such press release without obtaining the other Party’s prior consent (such consent written approval of Buyer and Seller Parent, which approval will not to be unreasonably withheld, conditioned or delayed ) , unless, in each case the judgment of Buyer or Seller Parent, except as such release or announcement may be disclosure is otherwise required by Law or by the rules or regulations of applicable Law, and in any United States securities exchange to which the relevant Party is subject, in which case such Party shall event a party will use its reasonable best efforts to consult with the other Party party a reasonable time in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) disclosure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Babcock & Wilcox Enterprises, Inc.)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any All press releases or otherwise make other public announcements with respect communications of any nature whatsoever relating to the Merger and the other transactions contemplated by this Agreement without Agreement, and the other Party’s method of the release for publication thereof, shall prior consent to the Closing be subject to the prior mutual approval of Acquiror and the Holder Representative ( such consent which approval shall not to be unreasonably withheld withheld by any party), conditioned or delayed) in each case, except as unless such release or announcement may be communications are required by applicable Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, (in which case such Party the parties shall use reasonable efforts to consult with each other prior to making such disclosure and will consider in good faith any comments provided by the other Party party); provided that after the transactions contemplated hereby have been publicly announced, Acquiror shall be entitled to respond to questions in advance of such release the ordinary course and to make other public disclosure that, in each case, is consistent with any public statement previously issued or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually it in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) 13.11.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mobile Mini Inc)

Publicity. Following Seller and Purchaser agree that no public release or announcement concerning this Agreement or the execution transactions contemplated hereby shall be issued by either party or its Affiliates prior to the press release contemplated in the last sentence of this Agreement, Parent and Section 7.02 without the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and prior written consent of the other transactions contemplated by this Agreement without the other Party’s prior party (which consent (such consent shall not to be unreasonably withheld, conditioned withheld or delayed ) in each case ), except as such release or announcement may be required by applicable Law or by the rules or regulations of any United States or non-U.S. securities exchange to which or listing authority based on advice of counsel or made in accordance with the relevant Party is subject public filing practices of Purchaser, in which case such Party the party required to make the release or announcement shall use reasonable efforts to consult with allow the other Party party a reasonable opportunity to comment on such release or announcement in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change issuance; provided that each of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, Seller and Purchaser may make internal announcements to their respective employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements that are consistent in all respects with previous press releases, such party’s prior public disclosures or public statements regarding the transactions contemplated hereby and otherwise have been made jointly by the Parties (or individually in accordance with this Section 6.8) 7.02. Seller and (b) each Party may Purchaser agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent of substance and with previous press releases, public disclosures or public statements made jointly timing agreed upon by the Parties hereto (or individually in accordance with this Section 6.8) Seller and Purchaser.

Appears in 1 contract

Samples: Purchase Agreement (Albany Molecular Research Inc)

Publicity. Following The Parties shall consult with each other as to the execution --------- form and substance of this Agreement, Parent and the Company shall issue an initial joint any press release agreed upon by Parent and the Company or other public disclosure regarding the Merger transactions contemplated hereby, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement disclosure thereof prior to Closing without the written consent of the other, provided that nothing in response this Agreement shall prohibit either Party from making any public disclosure which it, with the advice of counsel, deems reasonable necessary to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent comply with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) law applicable to it.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agway Inc)

Publicity. Following the execution of The initial press release relating to this Agreement, Parent and the Company Agreement shall issue an initial be a joint press release agreed upon issued by Parent and the Company regarding the Merger and Parent, and thereafter, during the Pre-Closing Period, neither thereafter the Company nor and Parent shall issue consult with each other before issuing any press releases release or otherwise make making any public announcements statements with respect to this Agreement or any of the Merger and the other transactions contemplated by this Agreement the Transaction Documents and shall not issue any such press release or make any such public statement without the other Party’s prior consent (such of the other parties hereto, which consent shall not to be unreasonably withheld, conditioned withheld or delayed ; provided that (i) in each case a party hereto may, except as without the prior consent of the other parties hereto, issue such press release or announcement make such public statement as may be required by Law or by Order or the applicable rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use NASDAQ if it has used its commercially reasonable efforts to consult with the other Party in advance of parties hereto and to obtain such party’s consent but has been unable to do so prior to the time such press release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) public statement is so required to be filed issued or furnished by made, (ii) the Company will not be obligated to engage in such consultation with the SEC respect to communication that are (1) principally directed to employees, customers, partners or vendors so long as such statements communications are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties parties (or individually individually, if approved the other party), or (2) relating to an Acquisition Proposal, Superior Proposal, Change in accordance Recommendation or “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. As promptly as practicable following the date of this Agreement and in compliance with applicable Laws, Parent and the Company shall develop a joint plan for communication to the Company’s employees, Workers, customers, suppliers and other strategic Persons about this Section 6.8) Agreement and (b) each Party may the transactions contemplated by this Agreement and upon development of such plan, without Parent and the Company shall comply with such consultation, make plan. Prior to making any public statement in response written communications to questions from the press, analysts, investors employees or those attending industry conferences so long as such statements Workers of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are not inconsistent with previous press releases, public disclosures or public statements made jointly affected by the Parties hereto (or individually transactions contemplated by this Agreement, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, the Company shall give reasonable and good faith consideration to any comment made by Parent on such communication, and Parent and the Company shall cooperate in accordance with this Section 6.8) providing any such mutually agreeable communication.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Juniper Pharmaceuticals Inc)

Publicity. Following the execution of The initial press release concerning this Agreement, Parent and the Company Agreement shall issue an initial be a joint press release agreed upon by Parent and the Company regarding the Merger and, and thereafter, during the Pre-Closing Period so long as this Agreement is in effect, neither the Company parent nor Parent shall issue TMB will disseminate any press releases release or otherwise make other public announcements with respect to the Merger and announcement concerning this Agreement or the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case any third party, except as such release or announcement may be required by Law or by any listing agreement with Nasdaq or the rules Toronto Stock Exchange, without the prior consent of each of the parties hereto, which consent shall not be unreasonably withheld or regulations delayed. The parties have agreed to the text of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts joint press release announcing the execution of this Agreement. Parent and TMB also agree to consult with the each other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to preparing and making any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or filings and communications in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Appropriate Regulatory Approvals.

Appears in 1 contract

Samples: Merger Agreement (Luminex Corp)

Publicity. Following Except as may be required to comply with the execution requirements of this Agreement, Parent and any Law (in which case (a) the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect disclosing party will use its commercially reasonable efforts to the Merger and (i) advise the other transactions contemplated by this Agreement without the party before making such disclosure and (ii) provide such other Party’s prior consent (such consent not party a reasonable opportunity to be unreasonably withheld, conditioned or delayed) in each case, except as review and comment on such release or announcement may be required by Law or by the rules or regulations of and consider in good faith any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult comments with the other Party in advance of respect thereto and (b) no such release or announcement. Notwithstanding anything announcement shall include any of the economic terms of this Agreement or the other Transaction Agreements unless required by Law), no party will issue any press release or other public announcement relating to the contrary contained subject matter of this Agreement or the transactions contemplated hereby without the prior written approval (which approval will not be unreasonably withheld or delayed) of, in this Agreement the case of a press release or other public announcement by Buyer, Seller and, in the restrictions in this Section 6.8 shall not apply case of a press release or other public announcement by the Company (prior to any communication made by any Party regarding an Acquisition Proposal the Closing) or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other Seller, Buyer. Notwithstanding the foregoing, (a the parties acknowledge and agree that Buyer or any of its Affiliates who is an investment fund may disclose the economic terms of the transactions contemplated hereunder and this Agreement to its Affiliates and any current or potential investor in such fund(s) each Party may in connection with fundraising, without marketing, informational or reporting activities or otherwise in the ordinary course of such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, Person’s business so long as the Person to whom such statements are consistent in all respects with previous press releases, public disclosures or public statements disclosure is made jointly is bound by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) confidentiality obligations.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Enpro Industries, Inc)

Publicity. Following Neither NCC nor United shall, or shall permit any of its respective Subsidiaries or Affiliates to issue or cause the execution publication of this Agreement, Parent and the Company shall issue an initial joint any press release agreed upon by Parent and the Company regarding the Merger or other public announcement with respect to, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make any public announcements with respect to disclosure concerning, the Merger and the other transactions contemplated by provided for in this Agreement without the consent of the other Party ’s prior , which consent (such consent will not to be unreasonably withheld , conditioned . Prior to issuing or delayed) in each case, except as such publishing any press release or other public announcement may be required or disclosure regarding the transaction contemplated by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions releasing party shall provide a copy of the release or announcement to the other Party prior to the issuance, and shall provide a reasonable opportunity for comment. Nothing in this Section 6.8 8.6, however, shall not apply be deemed to any communication made by prohibit any Party regarding an Acquisition Proposal from making any disclosure which it deems necessary or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing advisable, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC advice of counsel, so long as in order to satisfy such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly Party’s disclosure obligations imposed by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Commerce Corp)

Publicity. Following Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, Parent and the Company shall will issue an initial joint such press release agreed upon by Parent and promptly following the Company regarding the Merger execution of this Agreement. Thereafter, and thereafter, during the Pre-Closing Period so long as this Agreement is in effect, neither the Company nor Parent Parent, nor any of their respective affiliates, shall issue or cause the publication of any press releases release or otherwise make other public announcements announcement with respect to the Merger and the other transactions contemplated by Transactions or this Agreement without the other Party’s prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed ) in each case ), except as unless such release or announcement may be Party determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or regulations trading market to issue or cause the publication of any United States securities exchange press release or other public announcement with respect to which the relevant Party is subject Transactions or this Agreement, in which case event such Party shall use endeavor, on a basis reasonable efforts under the circumstances, to consult with provide a meaningful opportunity to the other Party to review and comment upon such press release or other announcement in advance of such release and shall give due consideration to all reasonable additions, deletions or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other changes suggested thereto. Notwithstanding the foregoing foregoing provisions of this Section 6.3, ( a i) each Party may Parent and the Company may make press releases or public announcements concerning this Agreement or the Transactions that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.3, without such consultation, (ii) Parent and the Company may make internal announcements public statements in response to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished specific questions by the Company with the SEC press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are consistent consist solely of information previously disclosed in all material respects with in previous press releases, public disclosures or public statements made jointly by the Parties ( Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement or individually in accordance with this Section 6.8) the Transactions and ( b iii) each Party may the Company shall not be required to provide any review or comment to Parent regarding any statement, without such consultation, make any public statement release or disclosure made by the Company or its Representatives in response to questions from or in connection with the press receipt and existence of a Competing Proposal, analysts, investors the consideration of making a Company Change of Recommendation or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) any matters related thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersil Corp/De)

Publicity. Following So long as this Agreement is in effect, the execution of this Agreement, Parent and the Company shall issue an initial joint parties agree to consult with each other in issuing any press release agreed upon by Parent and or otherwise making any public statement with respect to the Company regarding the Merger Transactions, and thereafter, during the Pre-Closing Period, neither the Company nor Parent no party shall issue any press releases release or otherwise make any such public announcements with respect statement prior to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent ( such consent not to be unreasonably withheld, conditioned or delayed) in each case consultation, except as such release or announcement may be required by Law Law. No press release or other public statement by the rules or regulations parties hereto shall disclose any of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with financial terms of the Transactions without the prior consent of the other Party in advance parties, except as may be required by Law. A breach of such release or announcement. Notwithstanding anything the provisions of this Section 10.10 by a party shall not give rise to the contrary contained in any right to terminate this Agreement , the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) .

Appears in 1 contract

Samples: Securities Purchase Agreement (Telecorp PCS Inc)

Publicity. Following the execution of this Agreement No public announcement or disclosure (including any general announcement to employees, Parent and the Company shall issue an initial joint press release agreed upon customers or suppliers) will be made by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements party with respect to the Merger subject matter of this Agreement or the Contemplated Transactions without the prior written consent of Buyer, the Target Companies and the other transactions contemplated by Sellers’ Representative; provided, that the provisions of this Agreement without the other Party’s prior consent Section 6.08 shall not prohibit ( such consent not to be unreasonably withheld, conditioned or delayed a) in each case, except as such release or announcement may be any disclosure required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, applicable Legal Requirements (in which case such Party shall use reasonable efforts to consult the disclosing party will provide the other parties with the other Party opportunity to review and comment in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement disclosure), the restrictions in this Section 6.8 shall not apply to (b) any communication disclosure made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with the enforcement of any Proceeding right or remedy relating to this Agreement or any Ancillary Agreement or the Contemplated Transactions, or (c) any disclosure of any information that is already in which the Parties are adverse to each other public domain. Notwithstanding the foregoing, without the prior written consent of the Sellers, Buyer ( a w) each Party may may issue a press release announcing the signing of this Agreement, without such consultation, (x) may file a Form 8-K or make internal announcements to employees and make disclosures in documents (including exhibits and all any other information incorporated therein) filing with any regulatory authority required to be filed or furnished by the Company comply with the SEC applicable Legal Requirements, so long as such statements are consistent in all respects (y) may communicate information that is not confidential to any Seller with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Legal Requirements and each of Buyer and Sellers (z) may disseminate material substantially similar to material included in any press release or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly other document previously approved for external distribution by the Parties hereto (or individually in accordance with this Section 6.8) Sellers’ Representative.

Appears in 1 contract

Samples: Stock Purchase Agreement (Carters Inc)

Publicity. Following LookSmart and Search123 shall consult and confer with each other prior to making any public announcement concerning any of the transactions contemplated in this Agreement, and shall cooperate with each other to issue appropriate joint press releases in connection with the execution of this Agreement , Parent and the Company . Neither LookSmart nor Search123 shall issue an initial joint a press release agreed upon by Parent and or make any other public statement concerning the Company regarding existence or terms of this Agreement or any of the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by in this Agreement without the prior written approval of the other Party ; provided that nothing in this Section shall prevent a Party from making a public disclosure which is, in the opinion of such Party’s prior consent (such consent not to be unreasonably withheld counsel, conditioned or delayed) in each case, except as such release or announcement may be required by Law applicable law or by the rules or and regulations of any United States the securities exchange to on which the relevant such Party is subject listed; provided further that in such event, in which case such Party shall use the disclosing party provides the other party with [***] indicates redacted text. 4 CONFIDENTIAL written notice of the intended disclosure and uses reasonable efforts to consult with obtain confidential treatment of the other Party in advance relevant portions of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement , the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) .

Appears in 1 contract

Samples: Prioritized Listings Syndication Agreement (Looksmart LTD)

Publicity. Following The initial press release by each of Parent and the Company with respect to the execution of this Agreement, Agreement shall be acceptable to Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither Company. Neither the Company nor Parent (nor any of their respective Affiliates) shall issue any other press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger and Transactions without the prior agreement of the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case party, except (a) as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject Securities Exchange Rule, in which case the party proposing to issue such Party press release or make such public announcement shall use commercially reasonable efforts to consult in good faith with the other Party party before making any such public announcements, and (b) with respect to Parent, for any customary disclosures resulting from the status of Parent’s Affiliate, The Home Depot, Inc., as a publicly-traded company; provided that the Company will no longer be required to obtain the prior agreement of or consult with Parent in advance of connection with any such press release or announcement. Notwithstanding anything to public announcement if the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or Company Board has effected a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures release or public statements made jointly by the Parties (or individually in accordance with this announcement pursuant to Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8 6.4(g).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Us Home Systems Inc)

Publicity. Following the execution of this Agreement, Parent Buyer and the Company shall issue an initial joint consult with each other before issuing any press release agreed with respect to this Agreement or the transactions it contemplates and shall not issue any such press release or make any such public statement without the prior consent of the other Party, which shall not be unreasonably delayed, conditioned or withheld; provided, however, that a Party may, without the prior consent of the other Party (but after such consultation, to the extent practicable in the circumstances), issue such press release or make such public statements as may upon the advice of outside counsel be required by Parent applicable Law. Without limiting the preceding sentence, Buyer and the Company regarding the Merger, shall (i) cooperate to develop all public announcement materials; and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise (ii) make public announcements with respect appropriate management available at presentations related to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or reasonably requested by the rules or regulations of any United States securities exchange to which other. In addition, the relevant Party is subject Company and its Subsidiaries shall coordinate with Buyer regarding all communications with customers, suppliers, employees, shareholders, and the community in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything general related to the contrary contained in transactions contemplated by this Agreement , the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) .

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent Neither Party shall issue any press releases release or otherwise make any other public announcements announcement with respect to this LASA or the Merger and transactions contemplated hereby without obtaining the prior written approval of the other Party (which will not be unreasonably withheld or delayed). Where disclosure of information regarding this LASA or the transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement hereby may be required by Law law or by the rules or regulations of any United States securities exchange to which exchange, the relevant Party is subject, in which case such Party complying with applicable law or regulations shall use reasonable efforts to consult with provide sufficient time for the other Party in advance to comment on those portions of such release or announcement. Notwithstanding anything disclosures that pertain to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties LASA before such disclosures are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) made.

Appears in 1 contract

Samples: License and Application Support Agreement (Las Vegas Gaming Inc)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent No party hereto shall issue any press releases release or otherwise make public announcements any statements to any third party with respect to this Agreement or the Merger transactions contemplated hereby until the issuance by the parties of a joint press release announcing this Agreement and the other transactions contemplated by hereby. The Parties shall maintain the confidentiality of this Agreement and of any provisions of this Agreement in accordance with any applicable Laws. The Parties shall consult with one another prior to making any announcements or governmental filings relating to the subject matter of this Agreement and will not make any disclosure without the consent of the other Party ’s prior consent ( , unless such consent not Party reasonably believes that it is required to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required do so by Law or by pursuant to the rules of or regulations of any United States a listing agreement (or other similar agreement) with a national securities exchange to which the relevant Party is subject, or Nasdaq (in which case such the disclosing Party shall use reasonable efforts to consult with give the other Party in advance hereto reasonable prior notice of and an opportunity to comment on such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8 disclosure).

Appears in 1 contract

Samples: Stock Purchase Agreement (Softbank America Inc)

Publicity. Following Except (a) communications consistent with the execution final form of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and announcing the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without and the other Party’s prior consent investor presentation given to investors in connection with the announcement of the transactions contemplated by this Agreement or ( such consent not to be unreasonably withheld, conditioned or delayed b) in each case, except as such release or announcement may be required by applicable Law or by the obligations pursuant to any listing agreement with or rules or regulations of any United States national securities exchange to which exchange, the relevant Party is subject Tuatara Parties, in which case such Party on the one hand, and the Company, on the other hand, shall use reasonable efforts to consult with each other, and provide meaningful opportunity for review and give due consideration to reasonable comment by the other, prior to issuing any press releases or other Party in advance of public written communications or otherwise making planned public statements with respect to the transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority with respect thereto, and shall not make or issue any such press release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to other public written communications or otherwise make any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or planned public statements made jointly by without the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from prior written consent of the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) other.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tuatara Capital Acquisition Corp)

Publicity. Following the execution Neither American Eagle nor Eternal, nor any of this Agreement their respective affiliates, Parent and the Company shall issue an initial joint or cause the publication of any press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements other announcement with respect to the Merger and Merger, this Agreement or the other transactions contemplated by this Agreement without the prior consultation of the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case party, except as such release or announcement may be required by Law or by the rules or regulations regulation of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use regulatory authority if all reasonable best efforts have been made to consult with the other Party party. In addition, the parties shall to the extent reasonably practicable consult with each other regarding the form and content of any public disclosure of any material developments or matters involving the disclosing party reasonably in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) publication.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Eagle Energy Inc.)

Publicity. Following Except as required by law and except with respect to the execution of this Agreement Parent SEC Documents, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, parties agree that neither the Company they nor Parent their agents shall issue any press releases release or otherwise make any other public announcements with respect to disclosure concerning the Merger and transactions contemplated hereunder without the prior approval of the other transactions contemplated party hereto. If a party is required to make such a disclosure as required by this Agreement without law, the other Party’s prior consent Purchaser Parties or the Company ( as applicable) will be afforded a reasonable opportunity to review and comment on such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such press release or public announcement may be required by Law or by the rules or regulations of any United States securities exchange prior to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement its issuance. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 The foregoing shall not apply to any communication prohibit disclosure made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with the enforcement of any Proceeding in which right or remedy relating to this Agreement or the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Tottenham Acquisition I LTD)

Publicity. Following No publicity release or announcement concerning this Agreement or the execution of this Agreement, Parent transactions contemplated hereby shall be made without advance approval thereof by the Buyer and the Company Seller (which shall issue an initial not be unreasonably withheld or delayed). In this regard, the first announcement will follow execution and be made in a joint press release agreed upon by Parent reasonably acceptable to all parties and in accordance with applicable Law. The Buyer and the Company regarding Seller agree to cooperate in issuing any press release or other public announcement concerning this Agreement and the Merger transactions contemplated hereby. Whenever practicable, the Buyer and thereafter, during the Pre-Closing Period, neither Seller shall each furnish to the Company nor Parent shall issue any other drafts of all such press releases or otherwise make public announcements with respect prior to the Merger and the other transactions contemplated by their release. Nothing contained in this Agreement without the other Party’s prior consent Section 9.2 shall prevent any party from ( such consent not i) at any time furnishing any information to be unreasonably withheld, conditioned or delayed) in each case, except any Authority as such release or announcement may be required by applicable Law or by from making any disclosures required under the Securities Exchange Act of 1934, as amended, or under the rules or and regulations of any United States national securities exchange on which such party’s shares of capital stock are listed or (ii) furnishing any information concerning the transactions contemplated hereby to which the relevant Party is subject such party’s officers, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release directors, shareholders, members, partners, Affiliates or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other representatives. Notwithstanding the foregoing, (a) each Party may in the event of any disclosure pursuant to Section 9.2(i), without such consultation, make internal announcements to employees disclosing party shall provide the other party with written notice specifying in reasonable detail the nature and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as substance of such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without disclosure promptly after any such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) disclosure.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nelnet Inc)

Publicity. Following the execution of this Agreement, Versum and Parent and the Company shall issue an initial joint consult with each other before issuing any press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue or Financing Disclosure or making any press releases or otherwise make public announcements statement with respect to the Merger and the other transactions contemplated by this Agreement or the Transactions and shall not issue any such press release or Financing Disclosure or make any such public statement without the other Party’s prior consent ( of the other, such consent not to be unreasonably withheld, conditioned or delayed ; provided, that (a) in each case any such press release, except Financing Disclosure or public statement as such release or announcement may be required by applicable Law or by the rules or regulations of any United States listing agreement with any national securities exchange may be issued prior to which such consultation if the relevant Party is subject, in which case such Party shall use making the release or statement has used its reasonable best efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or on a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) timely basis and (b) each Party may may issue public announcements, without such consultation, include in Financing Disclosure or make any other public statement disclosures regarding this Agreement or the Transactions that consist solely of information previously disclosed in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures Financing Disclosures or public statements previously approved by either Party or made jointly by the Parties hereto (or individually either Party in accordance compliance with this Section 6.8 7.10; provided, further, that the first sentence of this Section 7.10 shall not apply to (x) any disclosure of information concerning this Agreement in connection with any dispute between the parties regarding this Agreement and (y) internal announcements to employees which are not made public. Notwithstanding anything in this Section 7.10 to the contrary, Versum shall not be (x) required by any provision of this Agreement to consult with or obtain any approval from Parent or Merger Sub with respect to a public announcement or press release issued in connection with the receipt and existence of an Acquisition Proposal and matters related thereto or a Change of Recommendation other than as set forth in Section 7.2. As used above, (“Financing Disclosure”) means any reference to, or information in connection with, the Transactions that is included in any documents to be filed with any Person (including the SEC, the Frankfurt Stock Exchange and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) ), issued, published and/or distributed by Versum or Parent in connection with any financing transaction to be entered into by any of those Parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Versum Materials, Inc.)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect Except to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be extent otherwise required by Law or as previously disclosed in compliance with this Agreement (to the extent of such previous disclosure), none of the parties shall issue or authorize to be issued any press release or similar announcement or disclosure concerning this Agreement or any of the transactions contemplated hereby without the prior written approval of the others. In the event that disclosures concerning this Agreement or any of the transactions contemplated hereby are determined by any party to be required by Law, the rules disclosing party shall provide the other parties to this Agreement prior written notice of such disclosure requirement and the disclosures proposed to be made by such disclosing party, and shall provide such receiving parties the opportunity to review such proposed disclosures and seek judicial relief or regulations of any United States securities exchange protection with respect to such disclosure, which the relevant Party is subject, in which case such Party disclosing party shall use all reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) assist.

Appears in 1 contract

Samples: Purchase Agreement (Flow International Corp)

Publicity. Following The initial press release, if any, regarding the Transactions shall be a joint press release by the Buyer and the Seller issued promptly following the execution of this Agreement, Parent Agreement and thereafter the Company Parties shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall not issue any press releases release or otherwise make any other public announcements statements with respect to the Merger Transactions without the consent of the Buyer and the other transactions contemplated by Seller. Nothing in this Agreement without shall prevent any Party from making such filings with any Governmental Entity as its counsel advises it are required by applicable Law, including filings with the SEC required by the Exchange Act; provided, that before making any such filing, the filing Party shall provide the other Party’s Parties with reasonable prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by notice of the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance content of such release or announcement filing and an opportunity to comment thereon. Notwithstanding anything to the contrary contained in this Agreement, the restrictions Nothing in this Section 6.8 6.04 shall not apply to any communication made by any Party regarding an Acquisition Proposal the issuance of press releases or the making of other public statements or filings (i) the content of which (as it relates to the Transactions) has already been disclosed in a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases release, public disclosures statement or public statements filing with a Governmental Entity that was made jointly by the Parties (or individually in accordance compliance with this Section 6.8 6.04, (ii) that are made in the ordinary course of business and do not relate specifically to the signing of this Agreement or the Transactions, ( b iii) any report or disclosure of the status and terms (including price terms) of this Agreement and the Transactions to the Buyer’s Affiliates and each Party may of its current and prospective, without such consultation direct or indirect limited partners, make any public statement in response to questions from (iv) disclosure of the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly occurrence of the Transactions by the Parties hereto Buyer or its Affiliates on their website or otherwise in the ordinary course of their business or ( v) disclosure pursuant to an internal communication or individually in accordance with this Section 6.8) otherwise to each Party’s employees.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)

Publicity. Following Except with respect to any Change of Recommendation or announcement made with respect to any Acquisition Proposal or any dispute between the execution of parties regarding this Agreement Agreement or the transactions contemplated hereby, Parent and the Company shall issue an initial joint consult with each other before Parent, MergerSub or the Company or any of their respective Affiliates issues, and in advance of such issuance give each other a reasonable opportunity to review and comment upon, any press release agreed upon or other public statements or filings with respect to the transactions contemplated by Parent and the Company regarding this Agreement, including the Merger, and thereafter, during the Pre-Closing Period, neither Parent nor MergerSub nor the Company nor Parent any of their respective Affiliates shall issue any such press releases release or otherwise make any such public announcements with respect statement prior to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent ( such consent not to be unreasonably withheld, conditioned or delayed) in each case consultation, except as such release or announcement party may reasonably conclude may be required by applicable Law or by the court process or pursuant to any applicable rules or regulations of any United States securities exchange to which the relevant Party is subject Nasdaq, in which case case, such Party shall use commercially reasonable efforts to consult with the other Party in advance of Parties prior to any such release or public announcement. Notwithstanding anything The Company and Parent agree that the initial press release to be issued with respect to the contrary contained transactions contemplated by this Agreement shall be in this Agreement, the restrictions form heretofore agreed to by the parties. Nothing in this Section 6.8 4.2 shall not apply limit the ability of any party hereto to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to their respective employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements that are consistent in all material respects with previous press releases, the prior public disclosures or regarding the transactions contemplated by this Agreement and Parent shall be permitted to disclose summary information regarding this Agreement and the transactions contemplated hereby on a confidential basis to its Lenders, which shall not be considered public statements made jointly by the Parties (or individually hereunder. Nothing in accordance with this Section 6.8) and (b) each Party may 4.2, without such consultation, make Section 4.3 or elsewhere in this Agreement shall restrict or prohibit any public statement disclosure made in response connection with the enforcement of any right or remedy relating to questions from this Agreement or any of the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) other Transaction Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SharpSpring, Inc.)

Publicity. Following The initial press release regarding the execution Merger shall be a joint press release of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and Company. Without limiting the Company regarding the Merger generality of Section 6.10(g), and thereafter , during the Pre-Closing Period , neither the Company nor Parent Parent, nor any of their respective Subsidiaries, shall issue any press releases release or otherwise make any other public announcements announcement or public statement (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to this Agreement or the Merger and or the other transactions contemplated by this Agreement without consulting with each other and providing meaningful opportunity for review and giving due consideration to reasonable comment by the other Party’s prior consent (such consent not Party and attempt to be unreasonably withheld, conditioned or delayed) in each case cooperate and develop consistent communications, except (a) as such press release or other public announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject applicable Law, in which case such the Party required to issue the release or make the announcement shall use commercially reasonable efforts to consult with provide the other Party with a reasonable opportunity to review and comment on such release or announcement in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 its issuance and shall not apply give reasonable and good-faith consideration to any communication made such comments proposed by any Party regarding an the other Party, (b) in connection with a Change of Recommendation, actual or potential Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which dispute regarding the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8). transactions contemplated hereby or

Appears in 1 contract

Samples: Agreement and Plan of Merger (Craft Brew Alliance, Inc.)

Publicity. Following Prior to Closing, the execution of this Agreement, Parent Buyer and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue Seller agree that before to making any press releases public announcement or otherwise make public announcements statement with respect to the Merger and the other transactions contemplated by this Agreement without Agreement, the other Party’s prior consent (such consent not Party desiring to be unreasonably withheld, conditioned make the public announcement or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party statement shall use reasonable efforts to consult with the other Party and shall obtain prior written approval of the other Party of the text of a public announcement or statement to be made solely by the Seller or the Buyer, as the case may be, which approval shall not be unreasonably withheld; provided, however, that nothing contained in advance this Section 10.10 shall be construed to require either Party to obtain approval of such release the other Party to disclose information with respect to the transaction contemplated by this Agreement to any Governmental Entity to the extent required by applicable Law or announcement by any applicable rules, regulations or orders of any Governmental Entity having jurisdiction or necessary to comply with disclosure requirements of the New York Stock Exchange, NASDAQ or any applicable securities laws. Notwithstanding anything to the contrary contained in this Agreement or the Confidentiality Agreement, each Party to this Agreement (and each employee, representative, or other agent of such Party for so long as they remain an employee, representative or agent) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transaction contemplated by this Agreement and all materials of any kind (including opinions or other analyses) that are provided to such Party relating to such tax treatment or tax structure. Nothing in this Agreement, the restrictions in this Section 6.8 shall not apply to or any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by agreement between the Parties hereto express or implied, shall be construed as limiting in any way the ability of either Party to consult with any tax adviser ( including a tax adviser independent from all other entities involved in the transaction) regarding the tax treatment or individually in accordance with this Section 6.8) tax structure of the transaction.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Teco Energy Inc)

Publicity. Following Except with respect to any Change of Recommendation or announcement made with respect to any Acquisition Proposal, Superior Offer or related matters in accordance with the execution terms of this Agreement , or any dispute between the parties regarding this Agreement or the transactions contemplated hereby, Parent and the Company shall issue an initial joint consult with each other before Parent, MergerSub or the Company or any of their respective Affiliates issues, and in advance of such issuance give each other a reasonable opportunity to review and comment upon, any press release agreed upon or other public statements with respect to the transactions contemplated by Parent and the Company regarding this Agreement, including the Merger, and thereafter, during the Pre-Closing Period, neither Parent nor MergerSub nor the Company nor Parent any of their respective Affiliates shall issue any such press releases release or otherwise make any such public announcements statement prior to such consultation, except as such party may reasonably conclude may be required by applicable Law or court process. The Company and Parent agree that the initial press release to be issued with respect to the Merger and the other transactions contemplated by this Agreement without shall be in the other Party’s prior consent (such consent not form heretofore agreed to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement parties. Notwithstanding anything to the contrary contained in this Agreement, the restrictions Nothing in this Section 6.8 5.2 shall not apply limit the ability of any party hereto to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to their respective employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements that are consistent in all material respects with previous press releases, the prior public disclosures or public statements made jointly regarding the transactions contemplated by the Parties (or individually 52 this Agreement. Nothing in accordance with this Section 6.8) and (b) each Party may 5.2, without such consultation, make Section 5.3 or elsewhere in this Agreement shall restrict or prohibit any public statement disclosure made in response connection with the enforcement of any right or remedy relating to questions from this Agreement or any of the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) other Transaction Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ari Network Services Inc /Wi)

Publicity. Following So long as this Agreement is in effect, each of --------- the execution parties hereto (i) shall not, and shall cause its Affiliates not to, issue or cause the publication of any press release or other announcement to any Person with respect to this Agreement or the transactions contemplated hereby without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that nothing contained herein shall (A) -------- ------- limit the right of each of the parties hereto and their Affiliates to make a legally required filing or communication, provided that, to the extent possible, -------- such party shall consult with the other party before making such filing or communication, or responding to any communications initiated by any non- affiliated Person, including, but not limited to, any rating agency or Governmental Entity, (B) prohibit either party hereto (or its Affiliates) from initiating communications with, and making presentations to, any rating agency or Governmental Entity relating to the transactions contemplated hereby if such party gives prior notice thereof to the other party hereto, or (C) prohibit Nationwide or Allied or any of their respective Affiliates from communicating to any third party information in any way relating to the Merger that has been made known to the general public, other than in violation of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect prior to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance time of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8). communication,

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allied Group Inc)

Publicity. Following LookSmart and Search123 shall consult and confer with each other prior to making any public announcement concerning any of the transactions contemplated in this Agreement, and shall cooperate with each other to issue appropriate joint press releases in connection with the execution of this Agreement , Parent and the Company . Neither LookSmart nor Search123 shall issue an initial joint a press release agreed upon by Parent and or make any other public statement concerning the Company regarding existence or terms of this Agreement or any of the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by in this Agreement without the prior written approval of the other Party ; provided that nothing in this Section shall prevent a Party from making a public disclosure which is, in the opinion of such Party’s prior consent (such consent not to be unreasonably withheld counsel, conditioned or delayed) in each case, except as such release or announcement may be required by Law applicable law or by the rules or and regulations of any United States the securities exchange to on which the relevant such Party is subject listed; provided further that in such event, in which case such Party shall use the disclosing party provides the other party with written notice of the intended disclosure and uses reasonable efforts to consult with obtain confidential treatment of the other Party in advance relevant portions of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement , the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) .

Appears in 1 contract

Samples: Prioritized Listings Syndication Agreement (Looksmart LTD)

Publicity. Following the execution Each of this Agreement, Parent Geron and the Company shall BioTime may issue an initial joint press release agreed upon by Parent concerning this Agreement and the Company regarding the Merger Transactions that is approved in advance by such other party. Thereafter, BioTime, BAC and thereafter, during the Pre-Closing Period, neither the Company nor Parent Geron shall issue consult with each other before issuing any press releases release or otherwise make making any public announcements statements or filings with respect to this Agreement or any of the Merger and the other transactions contemplated by this Agreement, and shall not issue any press release or make any public statement or filing relating to this Agreement or the Transactions contemplated hereby without the prior written consent of the other Party’s prior parties, which consent (such consent shall not to be unreasonably withheld, conditioned or delayed ) in each case ; provided, except as such release or announcement may be required by Law or by that the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 foregoing limitations shall not apply to any communication made disclosure of any information concerning this Agreement or the transactions contemplated by any Party regarding an Acquisition Proposal or this Agreement: (i) by BioTime, Geron or, following the Closing, BAC, which such party deems appropriate in its reasonable judgment, in light of its status as a Change publicly owned company, including to securities analysts and institutional investors and in press interviews (provided that, in such case, the disclosing party shall provide reasonable prior notice to the non-disclosing party of Recommendation or such disclosure); (ii) in connection with any Proceeding in which dispute between the Parties are adverse to each other. Notwithstanding parties regarding this Agreement or the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished Transactions contemplated by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) Agreement; and ( b iii) each Party may in the Proxy Statement, without the BioTime Registration Statement, the BioTime Prospectus, the BAC Registration Statement and the BAC Prospectus, provided that the parties comply with their obligations under this Agreement with respect to such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) filings.

Appears in 1 contract

Samples: Asset Contribution Agreement (Biotime Inc)

Publicity. Following The initial press release by each of Parent and the Company with respect to the execution of this Agreement, Agreement shall be reasonably acceptable to Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither Company. Neither the Company nor Parent (nor any of their respective Affiliates) shall issue any other press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger and without the other transactions contemplated by this Agreement without prior agreement of the other Party ’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case , except (a) as such release or announcement may be required by Law or by the rules or regulations of any United States listing agreement with a national securities exchange to which the relevant Party is subject exchange, in which case the Party proposing to issue such Party press release or make such public announcement shall use its reasonable best efforts to consult in good faith with the other Party in advance of before making any such release or announcement. Notwithstanding anything to the contrary contained in this Agreement public announcements, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, party may make any public statement in response to questions from the press, analysts, investors investors, or those attending industry conferences communicate with employees, suppliers, customers, partners or vendors so long as such statements are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by statements, (c) that the Parties hereto Company shall not be required to obtain the prior agreement of any Purchaser Party in connection with the receipt and existence of an Acquisition Proposal and matters related thereto or a Change in Recommendation and ( d) the Company may otherwise communicate in the ordinary course with its employees, joint venturers, customers, suppliers and vendors as it deems appropriate. Nothing herein shall preclude any party from initiating, prosecuting or individually in accordance with defending against any litigation between the parties arising out of this Section 6.8) Agreement or the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telenav, Inc.)

Publicity. Following The initial press release by each of Avago and Broadcom with respect to the execution of this Agreement, Parent Agreement shall be acceptable to Avago and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period Broadcom. Thereafter, neither the Company Broadcom nor Parent Avago (nor any of their respective Affiliates) shall issue any other press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger and transactions contemplated hereby without the prior consent of the other transactions contemplated by this Agreement without the other Party’s prior consent party (such consent not to be unreasonably withheld, conditioned or delayed ) in each case ), except as such release or announcement may be required by Law or by the rules or regulations of any United States listing agreement with a national securities exchange to which the relevant Party is subject exchange, in which case the party proposing to issue such Party press release or make such public announcement shall use its commercially reasonable efforts to consult in good faith with the other Party party before making any such public announcements; provided, that neither Avago nor Broadcom will be required to obtain the prior approval of or consult with the other party in advance of connection with any such press release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or public announcement if (a) Broadcom’s board of directors has effected a Broadcom Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed Avago’s board of directors has effected an Avago Change of Recommendation or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures release or public statements made jointly by the Parties hereto ( announcement consists solely of information previously disclosed in all material respects in a previously distributed press release or individually in accordance with this Section 6.8) public announcement.

Appears in 1 contract

Samples: Agreement of Merger (Avago Technologies LTD)

Publicity. Following The Company and each of the execution of this Agreement, Parent and the Company Purchasers shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue consult with each other prior to issuing any press releases (and provide each other a reasonable opportunity to review and comment upon such release prior to its public issuance) or otherwise make making public announcements with respect to the Merger and the other transactions contemplated by this Agreement Agreement; provided, however, that in no event shall any such press release or other public announcement name any Purchaser without the other Party’s consent of such Purchaser. The Company shall consult with each of the Purchasers prior consent to making any filings ( and provide each of the Purchasers a reasonable opportunity to review and comment on such consent not filings) with any third party or any governmental entity (including any national securities exchange or interdealer quotation service) with respect to be unreasonably withheld, conditioned or delayed) in each case the transactions contemplated by this Agreement, except as such release or announcement may be required by Law law or by the rules or regulations request of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement governmental entity. Notwithstanding anything Subject to the contrary Company's foregoing obligations pursuant to this Section 12(j), nothing contained in this Agreement Section 12(j) shall be interpreted to preclude the Company from making any filing or disclosing any information in any filing, including with the Commission, that the Company acting reasonably determines is necessary or advisable; provided, however, that, if such filing names any of the Purchasers, the restrictions Company shall obtain the prior approval of the Purchasers, as applicable, and consider in this Section 6.8 shall not apply to good faith any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) comments either may have thereto.

Appears in 1 contract

Samples: Purchase Agreement (Ekso Bionics Holdings, Inc.)

Publicity. Following No party to this Agreement shall originate any publicity, news release or other similar public announcement, written or oral, whether relating to this Agreement or any of the execution other Transaction Documents or the existence of this Agreement any arrangement between the parties, Parent and without the Company shall prior written consent of the other party whether or not named in such publicity, news release or other similar public announcement, except (a) either party may issue an initial joint a press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding receipt of the foregoing Final Binding Offer Letter, (a) each Party may, without such consultation, make internal announcements to employees acceptance of the Final Binding Offer Letter and make disclosures in documents (including exhibits the execution and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with delivery of this Section 6.8) Agreement and (b) each Party may, without such consultation, either party may (i) make any public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal announcements to its employees, so long as such statements are not inconsistent consistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto parties (or individually individually, if approved by the other party) or (ii) originate any such publicity, news release or other similar public announcement as may be required by Law or any listing or trading agreement concerning its publicly traded securities; provided that in accordance each of clauses (a) and (b), the party issuing the same shall, to the extent reasonably practicable, still be required to consult with the other party, whether or not named in such publicity, news release or other similar public announcement, a reasonable time prior to its release to allow the other party to comment thereon. If any party, based on the advice of its counsel, determines that this Section 6.8 Agreement, or any of the other Transaction Documents, must be publicly filed with a Governmental Entity (other than filings required to be filed with the SEC) , then such party, prior to making any such filing, shall provide the other party and its counsel with a redacted version of this Agreement (and any other Transaction Document) which it intends to file, and will give due consideration to any comments provided by such receiving party or its counsel and use commercially reasonable efforts to attempt to obtain confidential treatment (to the extent available) by such Governmental Entity to be afforded to those sections specified by such receiving party or its counsel.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Fortive Corp)

Publicity. Following The initial press release regarding the execution Merger shall be a joint press release of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period Company. Thereafter, neither the Company nor Parent Parent, nor any of their respective Subsidiaries, shall issue any press releases release or otherwise make any other public announcements announcement or public statement (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to this Agreement or the Merger and the other transactions contemplated by this Agreement without consulting with each other and providing meaningful opportunity for review and giving due consideration to reasonable comment by the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case party, except (a) as such press release or other public announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject applicable Law, in which case such Party the party required to issue the release or make the announcement shall use commercially reasonable efforts to consult with provide the other Party party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance and shall give reasonable and good faith consideration to any such release comments proposed by the other party or announcement (b) in connection with a Change of Recommendation, actual or potential Acquisition Proposal or dispute regarding the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply 6.8, each of the parties may make public statements in response to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished questions by the Company with the SEC press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as any such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by Parent and the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Cable Corp /De/)

Publicity. Following The Company and Purchaser agree that no public release or announcement concerning this Agreement or the execution transactions contemplated hereby shall be issued by either party or its Affiliates prior to the press release contemplated in the last sentence of this Agreement, Parent and Section 7.02 without the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and prior written consent of the other transactions contemplated by this Agreement without the other Party’s prior party (which consent (such consent shall not to be unreasonably withheld, conditioned withheld or delayed ) in each case ), except as such release or announcement may be required by applicable Law or by the rules or regulations of any United States or non-U.S. securities exchange to which or listing authority based on advice of counsel or made in accordance with the relevant Party is subject public filing practices of Purchaser, in which case such Party the party required to make the release or announcement shall use reasonable efforts to consult with allow the other Party party a reasonable opportunity to comment on such release or announcement in advance of such release or announcement. Notwithstanding anything to issuance; provided that each of the contrary contained in this Agreement Company, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, Parent and Purchaser may make internal announcements to their respective employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements that are consistent in all respects with previous press releases, such party’s prior public disclosures or public statements regarding the transactions contemplated hereby and otherwise have been made jointly by the Parties (or individually in accordance with this Section 6.8) 7.02. The Company and (b) each Party may Purchaser agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent of substance and with previous press releases, public disclosures or public statements made jointly timing agreed upon by the Parties hereto (or individually in accordance with this Section 6.8) Company and Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Albany Molecular Research Inc)

Publicity. Following the Upon execution of this Agreement Agreement by Apollo and Dental, Parent and the Company parties shall jointly issue an initial joint a press release release, as agreed upon by Parent and them. The parties intend that all future statements or communications to the Company public or press regarding this Agreement or the Merger Merger will be mutually agreed upon by them, and thereafter except as provided in the following sentence. Neither party shall, during without such mutual agreement or the Pre-Closing Period prior consent of the other, neither the Company nor Parent shall file any documents or issue any statement or communication to the public or to the press releases regarding this Agreement, or otherwise make public announcements any of the terms, conditions, or other matters with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case Agreement, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, law and then only (a) each Party may, without upon the advice of such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and party's legal counsel; (b) each Party may to the extent required by law; and (c) following prior notice to, without such consultation and consultation with, make any public the other party (which notice shall include a copy of the proposed statement or communication to be issued to the press or public). The foregoing shall not restrict Apollo's or Dental's communications with their employees or customers in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) ordinary course of business.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Dental Resources Inc)

Publicity. Following Except as set forth below in this Section 8.01, no publicity release or announcement concerning this Agreement or the execution of this Agreement, Parent transactions contemplated hereby shall be made without advance written approval thereof from the Purchaser and the Company Seller Representative, which shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed ) . The Purchaser and the Seller Representative agree to cooperate in each case, except as such issuing any press release or other public announcement may be concerning this Agreement or the transactions contemplated hereby. The Purchaser and the Seller Representative shall each furnish to the other drafts of all such press releases or announcements prior to their release. Nothing contained in this Section 8.01 shall prevent (a) any party, upon the reasonable advice of counsel, from furnishing at any time any information to any Authority or from making any disclosures required by Law under applicable Law, including the Securities Exchange Act of 1934, as amended, or by under the rules or and regulations of any United States national securities exchange on which such party’s shares of capital stock are listed, (b) any party from furnishing any information concerning the transactions contemplated hereby to which the relevant Party is subject such party’s stockholders, in which case Affiliates or representatives who have a “need to know” such Party shall use reasonable efforts information and who agree to consult with the other Party in advance of treat such release or announcement. Notwithstanding anything information on a confidential basis and as if they were parties to the contrary contained in this Agreement, Confidentiality Agreement or (c) the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change Sellers from communicating with other potential acquirers of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with and the SEC, Company Subsidiaries that a definitive agreement has been entered into so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with identity of the Purchaser and specific terms of this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements Agreement are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) disclosed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Barnes Group Inc)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint No press release agreed upon or other public announcement related to this Agreement or the transactions contemplated hereby will be issued by Parent and any party hereto without the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and prior approval of the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case party, except as that any party may make such release or announcement may public disclosure which it believes in good faith to be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, law (in which case such Party shall use reasonable efforts to party will consult with the other Party in advance of parties prior to making such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other disclosure). Notwithstanding the foregoing, the Purchaser or any of its Affiliates ( a as defined in Section 4.12 hereof) each Party may shall be free (i) to make whatever disclosure it deems appropriate in its sole discretion with respect to this Agreement, without such consultation, make internal announcements the transactions contemplated hereby and the Company in or pursuant to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be any registration statement filed or furnished by the Company Purchaser or any such Affiliate with the SEC, so long Securities and Exchange Commission under the Securities Act of 1933 and to (ii) file as an exhibit to such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with registration statement a copy of this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Griffith Micro Science International Inc)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent No party hereto shall issue any press releases release or otherwise --------- make any public announcements to any Person the existence of, or any matter with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld to, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 Other Agreements or the transactions contemplated hereby or thereby without the express prior written consent of the other parties hereto, except that Acquisition shall not apply be permitted to any communication made by any Party regarding an Acquisition Proposal or a Change complete its due diligence investigation of Recommendation or the Company and the Subsidiaries, the parties shall make the required filing under the HSR Act, the filings to register the USF Shares, DEI may obtain the consents identified on Schedule 2.07, USF may ------------- obtain listing approval for the USF Shares and the parties may consult with their outside advisers in connection herewith; provided, however, that either party (or any Affiliate thereof) may issue a -------- ------- press release, make any public statement or make a public disclosure regarding the existence of, or any matter with respect to, this Agreement, the Other Agreements or the transactions contemplated hereby without the prior written consent of the other party if USF (or any Proceeding in which Affiliate of USF) is not identified as the Parties are adverse to each other purchaser of the Company. Notwithstanding the foregoing, (a) each Party may either party may make such other public disclosure as may be required by applicable law based on advice of counsel that such disclosure is necessary in order to avoid material violation of such law, without subject to the prior reasonable approval of the content of such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished disclosure by the Company other parties hereto. Discussions with analysts or the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures like shall not constitute a breach hereof. This Section shall survive termination hereof or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Closing hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dqe Inc)

Publicity. Following the execution of The initial press releases announcing this Agreement, Parent and the Company Agreement shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent be issued concurrently. The parties shall issue consult with each other in issuing any press releases or otherwise make making public announcements statements with respect to the Merger transactions contemplated hereby and in making any filings with any governmental entity or with any national securities exchange with respect thereto, and shall not issue any press release that discloses the identity of the other transactions contemplated party without such other party's prior written consent. If any party hereto, on the advice of counsel, determines that a disclosure is required by this Agreement law, it may make such disclosure without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case, except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use reasonable efforts to consult with the other Party in advance of such release or announcement. Notwithstanding anything parties, but only after affording the other parties a reasonable opportunity to review and comment upon the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) disclosure.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Alliance Corp /De/)

Publicity. Following Except (a) as may be required to comply with the execution requirements of any applicable Law or the rules and regulations of any stock exchange or national market system upon which the securities of Buyer or its Affiliates are listed or (b) for disclosure made in connection with the enforcement of any right or remedy relating to this Agreement Agreement or the transactions contemplated hereby, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent no Party shall issue any initial press releases release or otherwise make public announcements with respect announcement relating to the Merger and subject matter of this Agreement or the other transactions contemplated by this Agreement hereby without the other Party’s 45 prior consent approval ( such consent which approval shall not to be unreasonably withheld, conditioned or delayed) of, in each case, except as such the case of an initial press release or other public announcement may be required by Law Buyer, the Seller Representative, and, in the case of an initial press release or other public announcement by the rules Company or regulations any Seller, Buyer; provided, however, that after such initial press release or public announcement, either Party shall be entitled to issue any subsequent press release or make any other subsequent public announcement without obtaining such prior approvals only to the extent that the information disclosed is consistent with the scope and substance of any United States securities exchange to which the relevant Party is subject, in which case prior disclosures made by such Party shall use reasonable efforts to consult with (which for the avoidance of doubt have been approved by the other Party in advance of such release or announcement Parties). Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this This Section 6.8 7.2 shall not apply to restrict Buyer or any communication made by Seller from (i) issuing any Party regarding an Acquisition Proposal “tombstone” or a Change of Recommendation similar advertisement that does not state the purchase price or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, ( a ii) each Party may, without such consultation, make (x) making internal announcements to its employees or (y) reporting and make disclosures disclosing to its direct or indirect equityholders, members and limited partners, in documents (including exhibits and all other each case pursuant to a confidentiality agreement or similar confidentiality arrangement, customary summary information incorporated therein) required to be filed or furnished regarding the transactions contemplated by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (CPI International Holding Corp.)

Publicity. Following the execution of this Agreement, Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by this Agreement without the other Party’s prior consent ( such consent not to be unreasonably withheld, conditioned or delayed a) in each case, except Except as such release or announcement may be required by Law or by the rules or regulations of any United States securities exchange to which stock exchange, none of the relevant Party is subject Company, in which case such Party Holding, Sellers or Purchaser shall use reasonable efforts to consult with the other Party in advance of such issue any press release or announcement. Notwithstanding anything to public announcement of any kind concerning the contrary contained in transactions contemplated by this Agreement, or otherwise disclose the restrictions in this Section 6.8 contents hereof to any Person other than its employees, agents, legal and financial advisors without the prior consent of the other parties, which consent shall not apply to any communication made by any Party regarding an Acquisition Proposal be unreasonably withheld or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other delayed. Notwithstanding the foregoing, (a) each Party may after the transactions contemplated hereby have been announced, without such consultation, make internal announcements Purchaser shall be entitled to employees and make disclosures respond to analysts questions in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company ordinary course in a manner consistent with the SEC, so long as such statements are consistent in all respects with any previous press releases, public disclosures or public statements disclosure made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may 5.04, without such consultation and, make such public announcement, release or disclosure as is required by Law or the rules or regulations of a stock exchange. Prior to the dissemination of any press release or other public statement in response announcement, the parties will consult with one another and use their best efforts to questions from agree upon a mutually satisfactory text. Between the press date hereof and the Closing Date, analysts the Company, investors Sellers and Purchaser shall develop a process for communication with customers, suppliers and employees of the Company and other Persons who maintain a similar business or those attending industry conferences so long as such statements are not inconsistent commercial relationship with previous press releases, public disclosures or public statements made jointly the Company with respect to the transactions contemplated by the Parties hereto (or individually in accordance with this Section 6.8) Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Huron Consulting Group Inc.)

Publicity. Following LookSmart and Search123 shall consult and confer with each other prior to making any public announcement concerning any of the transactions contemplated in this Agreement, and shall cooperate with each other to issue appropriate joint press releases in connection with the execution of this Agreement , Parent and the Company . Neither LookSmart nor Search123 shall issue an initial joint a press release agreed upon by Parent and or make any other public statement concerning the Company regarding existence or terms of this Agreement or any of the Merger, and thereafter, during the Pre-Closing Period, neither the Company nor Parent shall issue any press releases or otherwise make public announcements with respect to the Merger and the other transactions contemplated by in this Agreement without the prior written approval of the other Party ; provided that nothing in this Section shall prevent a Party from making a public disclosure which is, in the opinion of such Party’s prior consent (such consent not to be unreasonably withheld counsel, conditioned or delayed) in each case, except as such release or announcement may be required by Law applicable law or by the rules or and regulations of any United States the securities exchange to on which the relevant such Party is subject listed; provided further that in such event, in which case such Party shall use the disclosing party provides the other party with written notice of the intended disclosure and uses reasonable efforts to consult with obtain confidential treatment of the other Party in advance relevant portions of such release or announcement the Agreement. Notwithstanding anything to the contrary contained in this Agreement, the restrictions in this Section 6.8 shall not apply to any communication made by any Party regarding an Acquisition Proposal or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing, (a) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) [***] indicates redacted text.

Appears in 1 contract

Samples: Prioritized Listings Syndication Agreement (Looksmart LTD)

Publicity. Following The initial press release by each of Parent and the Company with respect to the execution of this Agreement shall be reasonably acceptable to Parent and the Company, provided that a regulatory announcement in accordance with the AIM Rules in a form agreed between Parent and the Company shall be made immediately following the execution of this Agreement , Parent and the Company shall issue an initial joint press release agreed upon by Parent and the Company regarding the Merger, and thereafter, during the Pre-Closing Period, neither . Neither the Company nor Parent (nor any of their respective Affiliates) shall issue any other press releases release or otherwise make any other public announcements announcement with respect to this Agreement or the Merger and Contemplated Transactions without the prior agreement of the other transactions contemplated by this Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case party, except (a) as such release or announcement may be required by Law (including the AIM Rules) or by the rules or regulations of any United States listing agreement with a national securities exchange to which the relevant Party is subject exchange, in which case the party proposing to issue such Party press release or make such public announcement shall use its reasonable best efforts to consult in good faith with the other Party in advance of party before making any such release or announcement. Notwithstanding anything to public announcements, (b) that the contrary contained in this Agreement, the restrictions in this Section 6.8 Company shall not apply be required to any communication made by any Party regarding obtain the prior agreement of Parent or Sub in connection with the receipt and existence of an Acquisition Proposal and matters related thereto or a Change of Recommendation or in connection with any Proceeding in which the Parties are adverse to each other. Notwithstanding the foregoing Recommendation, and ( a c) each Party may, without such consultation, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company may otherwise communicate in the ordinary course of business consistent with the SEC past practices with its employees, so long customers, suppliers and vendors as such statements are consistent in all respects with previous press releases, public disclosures or public statements made jointly by the Parties (or individually in accordance with this Section 6.8) and (b) each Party may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Parties hereto (or individually in accordance with this Section 6.8) it deems appropriate.

Appears in 1 contract

Samples: Agreement and Plan of Merger