Common use of Publicity Clause in Contracts

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it.

Appears in 6 contracts

Samples: Support Agreement (Chindex International Inc), Support Agreement (Chindex International Inc), Support Agreement (Fosun Industrial Co., LTD)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates controlled affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Offer, the Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be unless such party determines, after consultation with outside counsel, that it is required by Law applicable law or by any listing agreement with or the listing rules of any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other announcement with respect to the Offer, the Merger or this Agreement, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other parties to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the party seeking to issue or cause the publication of any press release or other announcement with respect to the Offer, the Merger or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 5.2 or Section 5.3.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Adeza Biomedical Corp), Iv Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Ericsson Lm Telephone Co)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is in effect, subject shall be reasonably acceptable to Parent and the proviso in Section 12 none of Company. Neither the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior agreement of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other party before making any such public announcements; provided that the Company will no longer be required to obtain the prior agreement of or consult with Parent to review and comment upon in connection with any such press release or public announcement prior if the Company’s Board of Directors has effected any Change in Recommendation or shall have resolved to making it do so.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Icx Technologies Inc)

Publicity. So long Except as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent, except as may be required by Law or by obligations pursuant to any listing agreement with any relevant securities exchange, neither the rules Company or any of its Affiliates nor the Investor or any of its Affiliates shall, without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, make any public announcement or issue any press release with respect to the transactions contemplated by this Agreement. Prior to making any public disclosure required by applicable Law or pursuant to any listing agreement with any relevant national exchange, the disclosing party shall consult with the other party, to the extent feasible, as to the content of such public announcement or press release. Notwithstanding the foregoing, the Investor and the Company may, in meetings with securities exchange as determined and other financial analysts and press interviews, disclose information (other than non-public information) concerning the transactions contemplated hereby and the Investor's investment in the good faith judgment Company and in a manner not inconsistent with prior joint public announcements regarding the transactions and in a manner consistent with the other terms of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it this Agreement.

Appears in 5 contracts

Samples: Investment Agreement (Pioneer Hi Bred International Inc), Investment Agreement (Dupont E I De Nemours & Co), Investment Agreement (Dupont E I De Nemours & Co)

Publicity. So long as this Agreement is in effect Until after Closing, subject without reasonable prior notice to the proviso in Section 12 none other Party, no Party will issue, or permit any agent or Affiliate of the Stockholders it to issue, any press releases or any of their respective Affiliates shall issue otherwise make, or cause the publication any agent or Affiliate of it to make, any press release or other announcement public statements with respect to the Merger, this Agreement or any of and the other transactions contemplated hereby or thereby without the prior written approval of Parent hereby, except as may where such release or statement is deemed in good faith by the releasing Party to be required by Law or by under the rules and regulations of a national stock exchange on which the shares of such Party or any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting its Affiliates are listed. In each case to make which such release or announcement exception applies, in which event such Stockholder shall use its reasonable best efforts prior to provide a meaningful opportunity to Parent to review and comment upon making such press release or announcement prior public statement, the releasing Party will provide a copy of such press release or public statement to making it the other Party.

Appears in 5 contracts

Samples: Purchase and Sale Agreement, Contribution Agreement (Exco Resources Inc), Membership Interest Transfer Agreement (Exco Resources Inc)

Publicity. So long as The parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement is or the transactions contemplated hereby and will not issue any press release or make any such public statement prior to such consultation; provided, however, that, in effect, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication case of any press release or other announcement with respect to the Merger, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent, except as public statement that may be required by to be issued under any applicable Law or by the rules of listing agreement with any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting or market, a party shall be deemed to make such release or announcement, in which event such Stockholder shall use have satisfied its obligations under this Section 8.9 by using its reasonable best efforts (after giving due regard to provide a meaningful opportunity all the relevant circumstances) to Parent consult with the other parties hereto prior to review and comment upon issuing any such press release or announcement prior to making it public statement.

Appears in 4 contracts

Samples: Share Repurchase Agreement (Tc Group LLC), Stockholders Agreement (Tc Group LLC), Share Repurchase Agreement (Duratek Inc)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is in effect shall be approved by each of Parent and the Company. Thereafter, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior review and approval of the other transactions contemplated hereby party (such approval not to be unreasonably withheld, conditioned or thereby without the prior written approval of Parent delayed), except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event such Stockholder shall use its reasonable best efforts case the party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement shall use its commercially reasonable efforts to consult in good faith with the other 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 connection with any such press release or public announcement if (a) the Company’s board of directors has effected a Change of Recommendation pursuant to making it Section 6.3(e), (b) in connection with any such press release or public announcement pursuant to Section 6.3(f), or (c) such press release or public announcement consists solely of information previously disclosed in all material respects in a previously distributed press release or public announcement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (PMC Sierra Inc), Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Skyworks Solutions, Inc.)

Publicity. So long as this Agreement is in effect, subject (a) Without reasonable prior notice to the proviso in Section 12 none other Parties, no Party will issue, or permit any agent or Affiliate of the Stockholders it to issue, any press releases or any of their respective Affiliates shall issue otherwise make, or cause the publication any agent or Affiliate of it to make, any press release or other announcement public statements with respect to this Agreement, the Merger, this Agreement Associated Agreements or any of the other transactions activities contemplated hereby or thereby without the prior written approval of Parent thereby, except as may where such release or statement is deemed in good faith by the releasing Party to be required by Law or by under the rules and regulations of a recognized stock exchange on which shares of such Party or any applicable securities exchange as determined of its Affiliates are listed, and in the good faith judgment of the Stockholder wanting any case, prior to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon making any such press release or announcement prior public statement, the releasing Party shall provide a copy of the press release or public statement to making it the other Parties.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Exco Resources Inc), Limited Liability Company Agreement (Exco Resources Inc), Joint Development Agreement (Exco Resources Inc)

Publicity. So Each of Parent and the Company shall consult with the other regarding their initial press releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any and the transactions contemplated hereby without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or by the rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement trading market, in which event such Stockholder case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a meaningful reasonable opportunity to Parent to review and comment upon on such press release or announcement prior to making it in advance of its issuance.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (JLG Industries Inc), Agreement and Plan of Merger (Oshkosh Truck Corp), Agreement and Plan of Merger (Turbochef Technologies Inc)

Publicity. So long Except as this Agreement is in effect otherwise required by law, subject to the proviso in Section 12 none of the Stockholders legal process or any of their respective Affiliates stock exchange rules, neither Party shall issue or cause the publication of any press release or make any public announcement or disclosure related to the Agreement or the transactions contemplated hereunder without the prior agreement of the other announcement Party, including with respect to the Merger content of such release, this Agreement announcement or disclosure (and, with respect in any of legally required announcement, DNP and the Company shall use all reasonable efforts to consult and agree with each other transactions contemplated hereby or thereby without with respect to the prior written approval of Parent, except as may be required by Law or by the rules content of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such required press release or announcement prior to making it other publicity).

Appears in 4 contracts

Samples: License Agreement (Photronics Inc), License Agreement (Photronics Inc), License Agreement (Photronics Inc)

Publicity. So Each of Parent and the Company shall consult with the other regarding their initial press releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger, Transactions or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or by the rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement trading market, in which event such Stockholder case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a meaningful reasonable opportunity to Parent to review and comment upon on such press release or announcement prior to making it in advance of its issuance.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Esmark INC), Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (Esmark INC)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or any of their respective each party and its Affiliates shall not issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent the other parties, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder party wanting to make such release or announcement, in which event such Stockholder party shall use its reasonable best efforts to provide a meaningful opportunity to Parent the other party to review and comment upon such press release or announcement prior to making it.

Appears in 3 contracts

Samples: Agreement (Fosun Industrial Co., LTD), Agreement (Chindex International Inc), Agreement (TPG Asia Advisors VI, Inc.)

Publicity. So long as The initial press release by each of the Parent and the Company with respect to the execution of this Agreement is in effect, subject shall be acceptable to the proviso in Section 12 none of Parent and the Stockholders or Company. Neither the Company nor the Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the Transactions without the prior agreement of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement Securities Exchange Rule, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other party before making any such public announcements; provided that the Company will no longer be required to obtain the prior agreement of or consult with the Parent to review and comment upon in connection with any such press release or public announcement prior if the Company Board has withdrawn its Recommendation or in connection with any such press release or public announcement pursuant to making it Section 6.3(f), provided, that the Company, in all such events, shall provide Parent with a copy of any such press release or public announcement a reasonable time in advance of public dissemination.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (COV Delaware Corp), Agreement and Plan of Merger (Ev3 Inc.)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of Company nor the Stockholders or Purchaser, nor any of their respective Affiliates controlled affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Offer, the Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be such party reasonably concludes, after receiving the advice of outside counsel, is required by Law applicable law or by any listing agreement with or the listing rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, trading market in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other party to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (DG FastChannel, Inc), Agreement and Plan of Merger and Reorganization (Point 360), Agreement and Plan of Merger and Reorganization (New 360)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or The Parties agree that they will consult with each other concerning any of their respective Affiliates shall issue or cause the publication of any proposed press release or other public announcement with respect pertaining to the Merger, this Agreement or the Merger in order to agree upon the text of any such press release or the making of the other transactions contemplated hereby or thereby without the prior written approval of Parent such public announcement, which agreement shall not be unreasonably withheld, except as may be required by Law applicable law or by the rules of obligations pursuant to any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement national automated quotation system, in which event case the Party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity to consult in good faith with Parent to review and comment upon or the Company, as applicable, before issuing any such press release or announcement prior making any such public announcement. Notwithstanding the foregoing, in the event the Board of Directors of the Company withdraws its recommendation of this Agreement in compliance herewith, neither Party will be required to making it consult with or obtain the agreement of the other in connection with any press release or public announcement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Plato Learning Inc), Agreement and Plan of Merger (Wasatch Interactive Learning Corp), 1 Agreement and Plan of Merger (Plato Learning Inc)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is in effect shall be approved by each of Parent and the Company. Thereafter, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior review and approval of the other transactions contemplated hereby party (such approval not to be unreasonably withheld, conditioned or thereby without the prior written approval of Parent delayed), except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event such Stockholder shall use its reasonable best efforts case the party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement shall use its commercially reasonable efforts to consult in good faith with the other 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 connection with any such press release or public announcement if (a) the Company’s board of directors has effected a Change of Recommendation pursuant to making it Section 7.3(e), (b) in connection with any such press release or public announcement pursuant to Section 7.3(f), or (c) such press release or public announcement consists solely of information previously disclosed in all material respects in a previously distributed press release or public announcement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (PARETEUM Corp), Agreement and Plan of Merger (PMC Sierra Inc)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Purchaser, nor any of their respective Affiliates or Representatives, shall issue or cause the publication of any press release or other public announcement with respect to the Merger, Offer or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent Party, except as may be unless such 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 any applicable a securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other public announcement with respect to the Offer or this Agreement, in which event such Stockholder Party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior in advance and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the Company shall not be required by this Section 5.3 to provide any such review or comment to the other Party in the event of any Superior Offer or any dispute between the Parties relating to this Agreement; provided, further, each Party and their respective Affiliates or Representatives may make statements that are not inconsistent with previous press releases, public disclosures or public statements made by Purchaser and the Company in compliance with this Section 5.3.

Appears in 3 contracts

Samples: Offer Agreement, Tender Offer Agreement (Borr Drilling LTD), Tender Offer Agreement (Borr Drilling LTD)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other public announcement with respect to the Merger, Mergers or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent Party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other public announcement with respect to the Mergers or this Agreement, in which event such Stockholder Party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior in advance and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the Company shall not be required by this Section 6.3 to provide any such review or comment to Parent in connection with the receipt and existence of a Competing Proposal or a Change of Recommendation and matters related thereto; provided, further, each Party and their respective affiliates may make statements that are not inconsistent with previous press releases, public disclosures or public statements made by Parent and the Company in compliance with this Section 6.3.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (STERIS PLC), Agreement and Plan of Merger (STERIS PLC), Agreement and Plan of Merger (Cantel Medical Corp)

Publicity. So Except with respect to any action taken pursuant to, and in accordance with, Section 7.2 or Article IX, so long as this Agreement is in effect, subject neither Parent nor Seller shall, or shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld or delayed, except as may be required by applicable Law or the applicable rules of any stock exchange, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the proviso in Section 12 none of other parties to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however, that the Stockholders or any of their respective Affiliates shall party seeking to issue or cause the publication of any press release or other announcement with respect to the Merger, Transaction or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 7.2 or any disclosure of the other transactions contemplated hereby Parent or thereby without the prior written approval of Parent, except as may be required by Law Purchaser in response thereto or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it connection therewith.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Kenexa Corp)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates controlled affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Offers, the Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be such party reasonably believes, after receiving the advice of outside counsel, is required by Law law or by the any listing agreement with or listing rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, trading market in which event such Stockholder shall use its party shall, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other parties to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp)

Publicity. So Except with respect to any action taken pursuant to, and in accordance with, Section 6.4, Section 6.5 or Article VIII, so long as this Agreement is in effect, subject neither Parent nor the Company shall, or shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld or delayed, except as may be required by applicable Law or the applicable rules of any stock exchange, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the proviso in Section 12 none of other parties to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however, that the Stockholders or any of their respective Affiliates shall party seeking to issue or cause the publication of any press release or other announcement with respect to the Merger, Merger or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 6.4 or Section 6.5 or any disclosure of the other transactions contemplated hereby Parent or thereby without the prior written approval of Parent, except as may be required by Law Merger Sub in response thereto or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it connection therewith.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (SMURFIT-STONE CONTAINER Corp), Agreement and Plan of Merger (Rock-Tenn CO)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is shall be in effect, subject a form reasonably acceptable to Parent and the proviso in Section 12 none of Company (including the Stockholders or Conflicts Committee). Neither the Company nor Parent (nor any of their respective Affiliates controlled Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any of the Merger or the other transactions contemplated hereby or thereby by this Agreement without prior consultation with the prior written approval of Parent other parties, except as may be required by applicable Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event such Stockholder shall use its reasonable best efforts case the party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior shall consult in good faith with the other party before making any such public announcements to making it the extent reasonably practicable; and the term “Affiliate” when used with respect to any party shall mean any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cheniere Energy Inc), Agreement and Plan of Merger (Cheniere Energy Partners LP Holdings, LLC), Agreement and Plan of Merger (Cheniere Energy Inc)

Publicity. So long as this Agreement is in effect The Company and Parent will, subject unless otherwise required by Applicable Law or by obligations pursuant to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of national securities exchange, consult with each other before issuing any press release or other announcement with respect or, to the Merger extent practical, otherwise making any public announcement pertaining to this Agreement or any of the other transactions contemplated hereby hereby. In addition to the foregoing, except to the extent disclosed in or thereby consistent with the Proxy Statement/Prospectus in accordance with the provisions of Section 7.4, neither Parent nor the Company shall issue any such press release or otherwise make any public statement or disclosure concerning the other party or the other party’s business, financial condition or results of operations without the prior written approval consent of Parent the other party, which consent shall not be unreasonably withheld or delayed, except as may be required by Applicable Law or by the rules of obligations pursuant to any applicable listing agreement with any national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public statement shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other party before issuing any such press releases or making any such public statement. The foregoing shall not apply with respect to Parent to review and comment upon such any press release or public announcement prior arising out of a Company Adverse Recommendation Change or Parent Adverse Recommendation Change effected in accordance with Section 7.3. Parent and the Company agree to making it issue a mutually acceptable joint press release announcing this Agreement.

Appears in 3 contracts

Samples: Voting Agreement (Dawson Geophysical Co), Voting Agreement (TGC Industries Inc), Agreement and Plan of Merger (TGC Industries Inc)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is in effect, subject shall be acceptable to Parent and the proviso in Section 12 none of Company. Neither the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior agreement of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other party before making any such public announcements; provided that the Company will no longer be required to obtain the prior agreement of or consult with Parent to review and comment upon in connection with any such press release or public announcement prior related to making it the matters described in Section 6.4, Section 8.1 and Section 8.2.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)

Publicity. So long Except as otherwise required by applicable law or the rules or regulations of any securities exchange on which the securities of such party or any Affiliate of such party are listed or traded, until the earlier of (i) the date on which this Agreement is ceases to be in effect effect and (ii) the Closing Date, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates no party shall issue or cause the publication of any press release or other public announcement with respect to the Merger, transactions contemplated by this Agreement or any without the consent of the other transactions contemplated hereby or thereby without party and in any event each party agrees that it will give the prior written approval of Parent, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its other party reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon any such press release or announcement prior to making it publication of the same.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metromedia International Group Inc), Stock Purchase Agreement (Metromedia International Group Inc)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates controlled affiliates, shall issue or cause the publication of any press release or other public announcement with respect to the Merger Offer, the Mergers or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent Party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other public announcement with respect to the Offer, the Mergers or this Agreement, in which event such Stockholder Party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior in advance and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the Company shall not be required by this Section 7.3 to provide any such review or comment to Parent in connection with the receipt and existence of an Acquisition Proposal or a Change of Recommendation and matters related thereto; provided, further, that the Parties shall not be required by this Section 7.3 to provide any such review or comment to the other Party relating to any dispute between the Parties relating to this Agreement; provided, further, that each Party and their respective affiliates and Representatives may make statements that are not inconsistent with previous press releases, public disclosures or public statements made by Parent or the Company in compliance with this Section 7.3.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or The Parties agree that they will consult with --------- each other concerning any of their respective Affiliates shall issue or cause the publication of any proposed press release or other public announcement with respect pertaining to the Merger Merger in order to agree upon the text of any such press release or the making of such public announcement, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent which agreement shall not be unreasonably withheld, except as may be required by Law applicable law or by the rules of obligations pursuant to any applicable listing agreement with an national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement national automated quotation system, in which event such Stockholder shall use its reasonable best efforts case the party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior shall use reasonable efforts to consult in good faith with the other party before issuing any such press release or making it any such public announcement. Notwithstanding the foregoing, in the event the Board of Directors of Parent or the Company withdraws its recommendation of this Agreement in compliance herewith, neither party will be required to consult with or obtain the agreement of the other in connection with any press release or public announcement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Usweb Corp), Agreement and Plan of Merger (Usweb Corp)

Publicity. So long as this Agreement is in effect, subject The initial press release with respect to the proviso in Section 12 none of Merger shall be a joint press release, to be agreed upon by Parent and the Stockholders or Company. Thereafter, neither the Company, Parent nor any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any the Transactions without the prior consent of the other transactions contemplated hereby party (or thereby without giving such other party the prior written approval of Parent opportunity to review and comment on such press release or other announcement), except as may be such party reasonably believes, after receiving the advice of outside counsel and after informing the other party, is required by Law or by the any listing agreement with or rules of any applicable national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release exchange, trading market or announcement listing authority, in which event event, such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other party to review and comment upon such press release or announcement prior to making it other announcement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Goodrich Corp), Agreement and Plan of Merger (United Technologies Corp /De/)

Publicity. So Except with respect to any action taken pursuant to, and in accordance with, Section 6.4 or ARTICLE VIII, so long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders Buyer Entities nor Seller shall, or shall permit any of their its respective Affiliates Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld or delayed, except as may be required by applicable Law or the applicable rules of any stock exchange, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other parties to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however, that the party seeking to issue or cause the publication of any press release or other announcement with respect to the Merger, Transaction or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 6.4 or any disclosure of the other transactions contemplated hereby Buyer Entities in response thereto or thereby without the prior written approval of Parent, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it connection therewith.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Footstar Inc), Agreement and Plan of Merger (CPEX Pharmaceuticals, Inc.)

Publicity. So long as this Agreement is in effect Neither the Cytec Parties, subject to on the proviso in Section 12 none of one hand, nor the Stockholders or any of their respective Affiliates Sterling Parties, on the other hand, shall issue or cause the publication of any press release or other public announcement with respect to the Merger, transactions contemplated by this Agreement or any without the consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, which consent shall not be unreasonably withheld, except as may be to the extent required by Law for such party to meet the requirements or by the rules regulations of any applicable Governmental Rule or stock exchange on which the securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement party may be listed, in which event case such Stockholder party shall use its reasonable best efforts to provide a meaningful notify the other party and give such other party opportunity to Parent to review and comment upon such press release or announcement prior to making it comment.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sterling Chemical Inc), Asset Purchase Agreement (Cytec Industries Inc/De/)

Publicity. So long as No party to this Agreement is in effect shall make, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of to be made, any press release or other public announcement with or filing in respect to the Merger, of this Agreement or any of the other transactions contemplated hereby or thereby otherwise communicate with any news media without the prior written approval consent of Parent the Purchaser and the Seller, except as may be required by Law or by any listing agreement related to the rules trading of the shares of such party on any applicable national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement national automated quotation system, in which event such Stockholder shall use its reasonable best efforts case the party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior or filing shall use reasonable efforts to consult in good faith with the other party before issuing any such press release or making it such public announcement or filing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Eschelon Telecom of California, Inc.), Asset Purchase Agreement (Eschelon Telecom of California, Inc.)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is shall be in effect, subject a form reasonably acceptable to Parent and the proviso in Section 12 none of Company. Neither the Stockholders or Company nor Parent (nor any of their respective Affiliates controlled Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior agreement of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other party before making any such public announcements; provided that the Company will no longer be required to obtain the prior agreement of or consult with Parent to review and comment upon in connection with any such press release or public announcement prior if the Company’s board of directors has effected a Change in Recommendation (including in connection with any press release or public announcement relating to making it such Change in Recommendation).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or The Parties agree that they will consult with each other concerning any of their respective Affiliates shall issue or cause the publication of any proposed press release or other public announcement with respect pertaining to the Merger Merger in order to agree upon the text of any such press release or the making of such public announcement, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent which agreement shall not be unreasonably withheld, except as may be required by Law applicable law or by the rules of obligations pursuant to any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement national automated quotation system, in which event such Stockholder shall use its reasonable best efforts case the Party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior shall use reasonable efforts to consult in good faith with the other Party before issuing any such press release or making it any such public announcement. Notwithstanding the foregoing, in the event the Board of Directors of Parent or the Company withdraws its recommendation of this Agreement in compliance herewith, neither Party will be required to consult with or obtain the agreement of the other in connection with any press release or public announcement.

Appears in 2 contracts

Samples: Stockholder Agreement (Axs One Inc), Stockholder Agreement (Unify Corp)

Publicity. So Except with respect to any action taken pursuant to, and in accordance with, Section 6.4 or Article VIII, so long as this Agreement is in effect, subject neither Parent nor the Company shall, or shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld or delayed, except as may be required by applicable Law or the applicable rules of any stock exchange, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the proviso in Section 12 none of other parties to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however, that the Stockholders or any of their respective Affiliates shall party seeking to issue or cause the publication of any press release or other announcement with respect to the Merger, Merger or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 6.4 or any disclosure of Parent or Merger Sub in response thereto or in connection therewith; and provided, further, that Parent and the other transactions contemplated hereby or thereby without the prior written approval of Parent, except as Company may be required by Law or make public statements in response to specific questions by the rules of press, analysts or investors so long as any applicable securities exchange as determined such statement is not inconsistent with previous public statements permitted by this Section 6.9. The parties agree that the initial press release to be issued with respect to the Merger shall be in the good faith judgment of form agreed to by the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it parties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.), Agreement and Plan of Merger (Clearwater Paper Corp)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is in effect, subject shall be acceptable to the proviso in Section 12 none of Company and Parent, respectively. Thereafter, neither the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior agreement of the other transactions contemplated hereby party (such consent not to be unreasonably withheld, conditioned or thereby without the prior written approval of Parent delayed), except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon consult in good faith with the other party before making any such press release or announcement prior to making it public announcements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sungard Capital Corp Ii), Agreement and Plan of Merger (Fidelity National Information Services, Inc.)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or neither Seller nor Purchaser, nor any of their respective Affiliates Subsidiaries, shall issue or cause the publication of any press release or other public announcement or disclosure with respect to the Merger, Transactions or this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval consent of Parent the other Party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such press release or announcement other public announcement or disclosure with respect to the Transactions or this Agreement, in which event such Stockholder Party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior or disclosure in advance and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the Parties shall not be required by this Section 5.5 to provide any such review or comment to the other Party to the extent that such release, announcement or disclosure relates to any dispute between the Parties relating to this Agreement; provided, further, that each Party and its respective Subsidiaries and Representatives may make statements that are consistent with previous press releases, public disclosures or public statements made by Purchaser or Seller in compliance with this Section 5.5.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Broadcom Inc.), Asset Purchase Agreement (Symantec Corp)

Publicity. So long as this Agreement is in effect Neither Target, subject to the proviso in Section 12 none of the Stockholders or Parent nor any of their respective Affiliates affiliates or representatives shall issue or cause the publication of any press release or other announcement with respect to the Merger, Transactions other than a joint press release of Target and Parent announcing the execution of this Agreement or any without the prior consultation of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement Law, in which event such Stockholder and each party shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon copies of such press release or other announcement to the other party hereto, and give due consideration to such comments as each such other party may have, prior to making it such release or other announcement. For the avoidance of doubt, the provisions of this Section 7.4 do not apply to (i) any announcement, document or publication in connection with an Acquisition Proposal, Superior Proposal or Adverse Recommendation Change or (ii) any disclosure by Target or Parent of any information concerning this Agreement or the Transactions in connection with any dispute between the parties regarding this Agreement, the Merger or the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Uranerz Energy Corp.), Agreement and Plan of Merger (Energy Fuels Inc)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or The Parties agree that they will consult with each other concerning any of their respective Affiliates shall issue or cause the publication of any proposed press release or other public announcement with respect pertaining to the Merger Merger in order to agree upon the text of any such press release or the making of such public announcement, this Agreement which agreement shall not be unreasonably withheld or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent delayed, except as may be required by Law applicable law or by the rules of obligations pursuant to any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement national automated quotation system, in which event such Stockholder shall use its reasonable best efforts case the Party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior shall use reasonable efforts to consult in good faith with the other Party before issuing any such press release or making it any such public announcement. The Parties will prepare a joint press release for the announcement of the execution of this Agreement. Notwithstanding the foregoing, in the event the Board of Directors of Parent or the Company withdraws its recommendation of this Agreement in compliance herewith, neither Party will be required to consult with or obtain the agreement of the other in connection with any press release or public announcement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Divine Inc), Agreement and Plan of Merger and Reorganization (Viant Corp)

Publicity. So long Except as otherwise required by applicable law or the rules or regulations of any securities exchange on which the securities of such party or any Affiliate of such party are listed or traded as determined in the good faith opinion of the disclosing person's counsel, until the earlier of (i) the date on which this Agreement is ceases to be in effect effect and (ii) the Closing Date, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates no party shall issue or cause the publication of any press release or other public announcement with respect to the Merger, transactions contemplated by this Agreement or any without the consent of the other transactions contemplated hereby or thereby without party and in any event each party agrees that it will give the prior written approval of Parent, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its other party reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon any such press release or announcement prior to making it publication of the same.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Saladrigas Carlos A)

Publicity. So long as this Agreement is in effect Neither party shall, subject to without the proviso in Section 12 none prior written consent of the Stockholders or any of their respective Affiliates shall other party, issue or cause the publication of any press release or make any other public announcement or furnish any statement to any Third Person (except as required by law, including the requirement to reasonably comply with respect all related laws and regulations, without limitation, any offering materials, filings with any securities regulatory authority or any securities exchange, proxy statements, annual reports or other communications with its stockholders), which makes reference to the Merger this Agreement, this Agreement or any of the other transactions contemplated hereby or thereby or the other party or its Affiliates. Each party shall provide drafts of any of the aforementioned documents containing any such reference (including without limitation, a copy of this Agreement or any excerpt hereof, proposed to be filed with any securities regulatory authority or any securities exchange) to the prior other party and its counsel in sufficient time for review such documents. In the event any party objects to any such reference, the applicable document will be modified to such party's reasonable satisfaction. If a party does not deliver its written approval comments on such documents within five (5) Business Days of Parent receipt thereof, except as may such party shall be deemed to have consented to any such references therein. When a party has obtained the other party's consent for a public announcement, it will not be required to obtain the other party's consent for a subsequent public announcement of the same subject matter which does not disclose any additional or different information concerning the other party or the transactions contemplated hereby from that contained in any previously approved disclosure. Nothing herein contained shall be construed to impose upon any party any liability or other obligation (to the other party or any other Person) in respect of any such references in any such documents. In the event of a dispute as to whether the proposed disclosure is required to be made by Law Aphton under applicable securities legislation or stock exchange requirement, such dispute if not resolved by corporate counsel to Aphton and PMC, shall be resolved in accordance with the legal opinion received from a law firm that is reasonably acceptable to the parties and has no material relationship with any of the parties or their Affiliates, with the fees to such law firm to be paid by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting party seeking to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it withhold information from publication.

Appears in 2 contracts

Samples: Co Promotion Agreement and License (Aphton Corp), Co Promotion Agreement and License (Aphton Corp)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor any of their respective Affiliates its Subsidiaries shall issue or cause the publication of any press release or other public announcement or disclosure with respect to the Offer, the Merger, the other Transactions or this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval consent of Parent, except as may be unless the Company determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such press release or announcement other public announcement or disclosure with respect to the Offer, the Merger, the other Transactions or this Agreement, in which event such Stockholder the Company shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent to review and comment upon such press release or other announcement prior or disclosure in advance and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that (a) the Company shall not be required by this Section 7.3 to provide any such review or comment to the Parent in connection with the Company’s receipt (and the existence) of an Acquisition Proposal or a Change of Recommendation and matters directly related thereto and (b) the Company shall not be required by this Section 7.3 to provide any such review or comment to Parent to the extent that such release, announcement or disclosure relates to any dispute between the Parties relating to this Agreement; provided, further, that the Company and its Subsidiaries and Representatives may make statements that have been disclosed in previous press releases, public disclosures or public statements made by the Company in compliance with this Section 7.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Maxwell Technologies Inc), Agreement and Plan of Merger (Tesla, Inc.)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or The Parties agree that they will consult with each other concerning any of their respective Affiliates shall issue or cause the publication of any proposed press release or other public announcement with respect pertaining to the Merger Merger in order to agree upon the text of any such press release or the making of such public announcement, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent which agreement shall not be unreasonably withheld, except as may be required by Law applicable law or by the rules of obligations pursuant to any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement national automated quotation system, in which event such Stockholder shall use its reasonable best efforts case the party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior shall use reasonable efforts to consult in good faith with the other party before issuing any such press release or making it any such public announcement. Notwithstanding the foregoing, in the event the Board of Directors of Parent or the Company withdraws its recommendation of this Agreement in compliance herewith, neither party will be required to consult with or obtain the agreement of the other in connection with any press release or public announcement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Divine Inc), Agreement and Plan of Merger and Reorganization (Rowecom Inc)

Publicity. So long as this Agreement is in effect, subject to Without the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any prior approval of the other transactions contemplated hereby parties, no party shall issue, make or thereby without distribute any press release, public announcement or other publicity or disclosure (each a “Release”) that refers to the prior written approval of Parent Holders’ investment in or contracts or agreements with the Company, except as may be in each instance, if, upon the advice of counsel, the party believes such Release is required by Law applicable law or regulations, or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release a court or announcement agency having jurisdiction, in which event case such Stockholder party shall use its reasonable best efforts to give the other parties written notice thereof, provide a meaningful the text of such Release and permit the other parties reasonable opportunity to Parent to review and comment upon the relevant portions of such press release or announcement prior to making it Release.

Appears in 2 contracts

Samples: Preferred Stock Exchange Agreement (Pease Oil & Gas Co /Co/), Preferred Stock Surrender Agreement (Pease Oil & Gas Co /Co/)

Publicity. So Subject to Section 6.7 (solely with respect to communications directed to the employees of the Parties in their capacity as such), so long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or neither Hurricane nor Cyclone, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other public announcement with respect to the Merger, this Agreement or any the other Transactions without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent Party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other public announcement with respect to the Merger, this Agreement or the other Transactions, in which event such Stockholder Party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior to making it. as far in advance as practicable and shall give due

Appears in 2 contracts

Samples: Execution Version Agreement (Huntsman CORP), Execution Version Agreement (Huntsman CORP)

Publicity. So long Except as this Agreement is in effect, subject to otherwise required by applicable Law or the proviso in Section 12 none rules or regulations of any securities exchange on which the Stockholders securities of such party or any Affiliate of their respective Affiliates such party are listed or traded, no party shall issue or cause the publication of any press release or other public announcement with respect to the Merger, transactions contemplated by this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval consent of Parent each other party, except as may be required by Law or by the rules of and in any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement event, in which event such Stockholder each party agrees that it shall use its give each other party reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon any such press release or announcement prior to making it publication of the same.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rockefeller Center Properties Inc), Agreement and Plan of Merger (Tishman Speyer Properties L P)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is shall be reasonably acceptable to Parent and the Company. Unless the Company’s board of directors has effected a Change in effect Recommendation, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior agreement of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon consult in good faith with the other party before making any such press release or announcement prior to making it public announcements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pactiv Corp), Agreement and Plan of Merger (RenPac Holdings Inc.)

Publicity. So long Except as this Agreement is in effect otherwise required by applicable Law, subject and except for disclosures jointly approved by the Company and the Purchaser Representative as to the proviso in Section 12 none content, timing and manner of the Stockholders or any of their respective Affiliates publication, no party hereto shall issue issue, or cause the publication of or allow any Subsidiary or other controlled Affiliate thereof to issue, any press release or otherwise publicly disclose any information, or make, or cause or allow any Subsidiary or other announcement controlled Affiliate thereof to make, any other public statement relating to or connected with respect to the Merger, this Agreement or the Ancillary Agreements or the matters contained herein or therein. In the event that any of the other transactions contemplated hereby or thereby without the prior written approval of Parent, except as may be party hereto believes in good faith that such a public disclosure is required by Law or by the rules of any applicable securities exchange as determined in the Law, it shall nonetheless use its good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide consult (as to the content, timing and manner of publication thereof) with the Company or the Purchaser Representative, as applicable, a meaningful opportunity to Parent to review and comment upon such press release or announcement reasonable period of time prior to making it such disclosure.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Labone Inc/), Securities Purchase Agreement (Welsh Carson Anderson & Stowe Ix Lp)

Publicity. So The initial press release relating to this Agreement shall be a joint press release issued by the Company and the Parent. Thereafter, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of Company nor the Stockholders or Parent, nor any of their respective Affiliates Affiliates, shall issue or cause the publication of any press release or make any other public announcement with respect to the Merger, Merger or this Agreement or any of without first giving notice to and consulting with the other transactions contemplated hereby or thereby without the prior written approval party, and considering in good faith incorporating any reasonable comments of Parent such other party, except as may be that a party may, without first consulting with the other party, issue a press release or make any other public announcement after receiving advice from counsel that such public statement or announcement is required by Law or by the rules of any the Nasdaq or applicable securities exchange as determined Law; provided, that, such party has attempted in the good faith judgment of to consult with the Stockholder wanting other party prior to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon issuing such press release or other public announcement prior but has been unable to making it do so in a timely manner.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mobius Management Systems Inc), Agreement and Plan of Merger (Mobius Management Systems Inc)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders Sellers and Buyer will consult with each other and will mutually agree upon any publication or any of their respective Affiliates shall issue or cause the publication press release of any press release or other announcement nature with respect to the Merger, this Agreement or the Contemplated Transactions and shall not issue any of the other transactions contemplated hereby such publication or thereby without the press release prior written approval of Parent, to such consultation and agreement except as may be required by Law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation or the rules rules, regulations or orders of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement Governmental Authority, in which event case the party proposing to issue such Stockholder publication or press release shall use its make all reasonable best efforts to provide a meaningful opportunity consult with the other party before issuing any such publication or press release. Unless consented to Parent by Agent and Buyer in advance or required by Law or by obligations pursuant to review any listing agreement with any securities exchange or any securities exchange regulation or the rules, regulations or orders of any Governmental Authority, each party shall, and comment upon such press release or announcement prior shall cause its Affiliates to, keep this Agreement strictly confidential and may not make any disclosure of this Agreement to making it any Person.

Appears in 2 contracts

Samples: Escrow Agreement (James River Coal CO), Escrow Agreement (Tortoise Capital Resources Corp)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is in effect, subject shall be acceptable to Parent and the proviso in Section 12 none of Company. Neither the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior agreement of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other party before making any such public announcements; provided that the Company will no longer be required to obtain the prior agreement of or consult with Parent to review and comment upon in connection with any such press release or public announcement prior if the Company’s board of directors has effected a Change of Recommendation or in connection with any such press release or public announcement pursuant to making it Section 6.4(d).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Captaris Inc)

Publicity. So Other than as contemplated in Section 7.13, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates controlled affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger, the Financing or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other announcement with respect to the Merger, the Financing or this Agreement, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other parties to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the party seeking to issue or cause the publication of any press release or other announcement with respect to the Merger, the Financing or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 6.2 or Section 6.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (World Air Holdings, Inc.), Agreement and Plan of Merger (Global Aero Logistics Inc.)

Publicity. So long as this Agreement is in effect, subject The parties will use reasonable best efforts to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of consult with each other before issuing any press release or other public announcement with respect pertaining to the Merger, this Agreement or any of the other transactions contemplated hereby and shall not issue any such press release or thereby without the prior written approval of Parent make any such public announcement, except (i) as may be required by Applicable Law or by the rules of obligations pursuant to any applicable listing agreement with any national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon consult in good faith with the other party before issuing any such press release releases or announcement prior making any such public announcements, or (ii) in connection with any action taken by or at the direction of the Conflicts Committee or the Company Board pursuant to making it ‎Section 5.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Transocean Ltd.), Agreement and Plan of Merger (Transocean Partners LLC)

Publicity. So long as this Agreement is in effect Neither Seller nor a Buyer Party, subject to the proviso in Section 12 none of the Stockholders or nor any of their respective Affiliates shall issue or cause the publication of any press release or other internal or external announcement with respect to the Merger, this Agreement or any the Transactions prior to the Closing or for a period of 180 days thereafter without prior consultation with the other transactions contemplated hereby or thereby without the prior written approval of Parent other, except as may be required by Law or by the rules of any applicable listing agreement with a securities exchange as determined in or trading market and then only after the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its other Party has been afforded a reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it on the same.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vitro Sa De Cv), Stock Purchase Agreement (Vitro Sa De Cv)

Publicity. So long as this Agreement is in effect Neither the Company, subject to the proviso in Section 12 none of the Stockholders or Acquiror nor any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any the Transactions without the prior consent of the other transactions contemplated hereby party (which consent shall not be unreasonably withheld, conditioned or thereby delayed) or without giving such other party the prior written approval of Parent opportunity to review and comment on such press release or other announcement, except such publication or announcement as may be such party reasonably believes, after receiving the advice of outside counsel and after informing the other party, is required by Law or by the any listing agreement with or rules of any applicable national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release exchange, trading market or announcement listing authority, in which event event, such Stockholder party shall use its provide, on a basis reasonable best efforts to provide under the circumstances, a meaningful opportunity to Parent the other party to review and comment upon such press release or announcement prior other announcement; provided, however, that each party may make oral or written public announcements, releases or statements without complying with the foregoing procedures if the substance of such announcement, release or statement was publicly disclosed and previously subject to making it the foregoing requirements.

Appears in 2 contracts

Samples: Transaction Agreement (Chicago Bridge & Iron Co N V), Transaction Agreement (Shaw Group Inc)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none None of the Stockholders Company, Acquiror or Merger Sub, or any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement or hold any press conferences, analyst calls or other meetings with respect to the Merger, this Agreement or any of the other transactions contemplated hereby or thereby by this Agreement without the prior written approval consultation of Parent the other party (including giving the other party a reasonable opportunity to review and comment on such publication or the subject matter of such conferences, calls or meetings), except as may be required by Law or by the rules of any applicable listing agreement with, or regulation of, any securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its regulatory authority if all reasonable best efforts have been made to provide consult with the other party. In addition, the Company and Acquiror shall in a meaningful opportunity like manner and to Parent to review the extent reasonably practicable consult with the other regarding the form and comment upon such press release content of any public disclosure of any material developments or announcement prior to making it matters involving the Company or Acquiror, as the case may be, including earnings releases, reasonably in advance of publication or release.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ediets Com Inc), Agreement and Plan of Merger (As Seen on TV, Inc.)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates controlled affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger, Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other announcement with respect to the Merger or this Agreement, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other parties to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the party seeking to issue or cause the publication of any press release or other announcement with respect to the Merger or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 5.2. The Company and Parent agree to issue a joint press release announcing this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Teradyne, Inc), Agreement and Plan of Merger (Eagle Test Systems, Inc.)

Publicity. So Except as otherwise required by law or by obligations pursuant to the rules of any listing exchange, for so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders Company nor Parent shall, or shall permit any of their respective Affiliates shall its subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to the Merger, transactions contemplated by this Agreement or any without the consent of the other transactions contemplated hereby or thereby without party, which consent shall not be unreasonably withheld. In addition, the prior written approval of Parent Parties will consult with each other before issuing, except as may be required by Law or by and provide each other the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon any such press release or announcement prior other public statement. Notwithstanding anything in this Section 9.08 to making it the contrary, in no event shall any of the foregoing result in any filing required by law or pursuant to the rules of any listing exchange to be delayed beyond the required filing date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Internet Commerce Corp), Agreement and Plan of Merger (Easylink Services Corp)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of The parties hereto will consult with each other and will mutually agree upon any press release or other public announcement with respect pertaining to the Merger, the Debt Offers, the Financing, any Alternative Financing or this Agreement and shall not issue any such press release or make any of the other transactions contemplated hereby or thereby without the such public announcement prior written approval of Parent to such consultation and agreement, except pursuant to Section 5.2 or as may be required by applicable Law or by the rules any rule or regulation of any applicable United States securities exchange as determined in the good faith judgment on which securities of the Stockholder wanting to make such release or announcement releasing party are listed, in which event such Stockholder shall use its reasonable best efforts case the party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior shall use its commercially reasonable efforts, taking into account the circumstances of the required disclosure, to consult in good faith with the other party before issuing any such press release or making it any such public announcement. The parties hereto have agreed that the Company may issue the press release attached hereto as Exhibit 5.7 promptly following the execution and delivery of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (EGL Holding CO), Agreement and Plan of Merger (Select Medical Corp)

Publicity. So Each of Parent and the Company shall consult with the other regarding their initial press releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates Affiliates, shall issue or cause the publication of any press release release, announcement or other announcement oral or written external communication with respect to the Merger Transactions, this Agreement or any other party hereto without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party (such consent not to be unreasonably withheld), except such press release, announcement or communication as may be is required by Law or by the rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event such Stockholder case the party required to make the release, announcement or communication shall use its reasonable best efforts to provide the other party with a meaningful reasonable opportunity to Parent to review and comment upon on such press release release, announcement or announcement prior to making it communication in advance of its issuance.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sonesta International Hotels Corp), Purchase Agreement (Hospitality Properties Trust)

Publicity. So long as this Agreement is in effect Subject to Section 6.2(f), subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates or Representatives, shall issue or cause the publication of any press release or other public announcement with respect to the Merger Offer, the Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent Party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other public announcement with respect to the Offer, the Merger or this Agreement, in which event such Stockholder Party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior in advance and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the Company shall not be required by this Section 7.3 to provide any such review or comment to Parent following a Change of Recommendation and matters related thereto; provided, further, that the Parties shall not be required by this Section 7.3 to provide any such review or comment to the other Party in the event of any material dispute between the Parties relating to this Agreement; provided, further, that each Party and their respective affiliates may make statements that are not inconsistent with previous press releases, public disclosures or public statements made by Parent and the Company in compliance with this Section 7.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fairchild Semiconductor International Inc), Agreement and Plan of Merger (On Semiconductor Corp)

Publicity. So long as this Agreement is in effect, subject to Without the proviso in Section 12 none prior written consent of the Stockholders Purchaser, which shall not unreasonably be withheld, delayed or any of their respective Affiliates shall conditioned, the Company may not issue or cause the publication of any a press release or other otherwise make a public statement or announcement with respect to the Merger, this Agreement or any of and the other Transaction Documents or the transactions contemplated hereby or thereby or the existence of this Agreement or any other Transaction Document (including, without limitation, by filing a copy thereof with the prior written approval of Parent, except as may be Commission). In the event that the Company is required by Law applicable law, rules or by the regulations (include Principal Market rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting or regulations) to make such issue a press release or announcement otherwise make a public statement or announcement with respect to any of such matters, in which event such Stockholder the Company shall use its commercially reasonable best efforts to provide a meaningful opportunity to Parent to review consult with the Purchaser on the form and comment upon substance of such press release or announcement prior to making it other disclosure.

Appears in 2 contracts

Samples: Share Purchase Agreement (Leisure Acquisition Corp.), Share Purchase Agreement (EZRaider Co.)

Publicity. So long as this Agreement is in effect (a) Each of ACME and RDT shall advise, subject consult and co-operate with the other prior to the proviso in Section 12 none of the Stockholders issuing, or permitting any of their respective Affiliates shall issue its directors, officers, employees or cause the publication of agents to issue, any press news release or other announcement written public or private statement to the press with respect to this Agreement, the Merger, this Agreement or any of the other transactions contemplated hereby or thereby without any other matters, from the Agreement Date until the Effective Time. Neither ACME nor RDT shall issue any such news release or make any such written public or private statement prior written approval of Parent to such consultation, except as may be required by applicable Law or by including, for greater certainty, in order to fulfil continuous disclosure obligations under Securities Laws, Corporate Laws, obligations in accordance with the rules of any applicable securities exchange as determined in the good faith judgment and policies of the Stockholder wanting to make such release Exchange or announcement, in which event such Stockholder shall use the fiduciary duties of the respective boards of directors and only after using its reasonable best commercial efforts to provide consult the other taking into account the time constraints to which it is subject as a meaningful opportunity to Parent to review and comment upon result of such press release law or announcement prior to making it obligation.

Appears in 2 contracts

Samples: Amalgamation Agreement, Amalgamation Agreement

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is in effect, subject shall be acceptable to Parent and the proviso in Section 12 none of Company. Neither the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior agreement of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other party before making any such public announcements; provided that the Company will no longer be required to obtain the prior agreement of or consult with Parent to review and comment upon in connection with any such press release or public announcement prior to making it if the Company’s board of directors has effected a Change of Recommendation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Corillian Corp), Agreement and Plan of Merger (Checkfree Corp \Ga\)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates Parties shall issue or cause the publication of any press release or other public announcement or disclosure with respect to the Merger, Transactions or this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval consent of Parent the other Party, except as may be unless such Party determines, after consultation with outside counsel, that it is required by Law applicable law to issue or by cause the rules publication of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such press release or announcement other public announcement or disclosure with respect to the Transactions or this Agreement, in which event such Stockholder Party shall use its reasonable best efforts to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior or disclosure in advance and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Belpointe REIT, Inc.), Agreement and Plan of Merger (Belpointe PREP, LLC)

Publicity. So Each of Parent and the Company shall consult with the other regarding its initial press releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates Affiliates, shall issue or cause the publication of any press release or make any other public announcement with respect to the Merger Offer, the Merger or this Agreement or any of without first giving notice to and consulting with the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be that a party may, without first consulting with the other party, issue a press release or make any other public announcement after receiving advice from counsel that such public statement or announcement is required by Law or by the rules of any the Nasdaq Small Cap Market or applicable securities exchange as determined law; provided, that such party has attempted in the good faith judgment of to consult with the Stockholder wanting other party prior to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon issuing such press release or other public announcement prior but has been unable to making it do so in a timely manner.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eagle Supply Group Inc), Agreement and Plan of Merger (Gulfside Supply, Inc.)

Publicity. So long as The initial press release with respect to the Merger and the other transactions contemplated by this Agreement is in effect and the Stock Option Agreement shall be a joint press release. Thereafter, subject to neither the proviso in Section 12 none of the Stockholders or any of their respective Affiliates Company, ING nor Parent shall (i) issue or cause the publication of any press release or other announcement otherwise make any public announcements with respect to the Merger, this Agreement or any of Merger and the other transactions contemplated hereby by this Agreement and the Stock Option Agreement or thereby (ii) make any filings with any third party and/or any Governmental Entity (including any securities exchange) with respect thereto, in each case without consulting with, and obtaining the prior written approval consent of, the other party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, a party may, without consulting with or obtaining the consent of Parent the other party, except issue a press release or otherwise make a public announcement as may be required by Law or by under the applicable rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use if it has used its reasonable best efforts to provide consult with the other party and to obtain such party's consent but has been unable to do so in a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it timely manner.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Reliastar Financial Corp), Agreement and Plan of Merger (Ing Groep Nv)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Offer, the Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other announcement with respect to the Offer, the Merger or this Agreement, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other party to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that, subject to Section 5.2 in the case of the Company, the Company shall not be required to provide any such review or comment to Parent in connection with any press release or public statement to be issued or made with respect to a Change of Recommendation and Parent shall not be required to provide any such review or comment to the Company in connection with or following a Change of Recommendation; provided, further, subject to Section 5.2 in the case of the Company, each party hereto and their respective controlled affiliates may make statements that are not inconsistent with previous press releases, public disclosures or public statements made by Parent and the Company in compliance with this Section 6.4.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Beckman Coulter Inc)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none Neither of the Stockholders or any of their respective Affiliates shall Parties will issue or cause the publication of any press release or make any other announcement public statement, in each case relating to or connected with respect to the Merger, or arising out of this Agreement or any the matters contained herein, without obtaining the prior approval of the other transactions contemplated hereby or thereby without the prior written approval of Parent Party hereto, except as may be required by applicable Law or by the any listing agreement with or listing rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement trading market or inter-dealer quotation system, in which event such Stockholder shall use its reasonable best efforts case the Party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or announcement prior make such public statement will use commercially reasonable efforts to consult in good faith with the other Party and shall allow such other Party reasonable time to comment on such press release or public statement before issuing such press release or making it such public statement. The requirements of this Section 6.6 will be in addition to those included in the Confidentiality Agreement.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Stanley Black & Decker, Inc.), Stock and Asset Purchase Agreement (Newell Brands Inc)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Offer, the Merger, this Agreement or any other Transactions without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be unless such party determines, after consultation with legal counsel, that it is required by Law applicable law or by any listing agreement with or the listing rules of any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other announcement with respect to the Offer, the Merger, this Agreement or any other Transaction, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other parties to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the party seeking to issue or cause the publication of any press release or other announcement with respect to the Offer, the Merger, this Agreement or any other Transactions shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 6.3 or Section 6.4.

Appears in 2 contracts

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

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none Each of the Stockholders or parties agrees that it shall not, nor shall any of their respective Affiliates shall affiliates, issue or cause the publication of any press release or other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior approval of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except such disclosure as may be required by Law law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment or NASDAQ; provided, if such disclosure is required by law or any such listing agreement, such disclosure may not be made without prior consultation of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it other parties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (STV Group Inc), Agreement and Plan of Merger (Norwood Promotional Products Inc)

Publicity. So long as this Agreement is in effect Parent and the Company shall consult with each other prior to issuing, subject and shall give each other a reasonable opportunity to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of review and comment upon, any press release or other public announcement with respect to the Merger, this Agreement and the Transactions and shall not issue any such press release or make any such public announcement without the prior consent of the other transactions contemplated hereby (which consent shall not be unreasonably withheld, conditioned or thereby without the prior written approval of Parent delayed), except as may be required by applicable Law or by the obligations pursuant to any listing agreement with or rules of any applicable national securities exchange as determined or interdealer quotation service (in which case the good faith judgment of the Stockholder wanting party required to make the release or announcement shall use commercially reasonable efforts to allow the other reasonable time to comment on such release or announcement in advance of such issuance, it being understood that the final form and content of any such release or announcement, in which event such Stockholder to the extent so required, shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it be at the final discretion of the disclosing party).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KAYAK Software Corp), Agreement and Plan of Merger (Priceline Com Inc)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates No party shall issue or cause the publication of any press release or other external public announcement with respect to the Merger, this Agreement or any of the Transactions without prior consultation with the other transactions contemplated hereby or thereby without the prior written approval of Parent parties hereto, except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined or trading market; provided, however, that in the good faith judgment of the Stockholder wanting event that Buyer and Seller are required by Law or by any listing agreement with a national securities exchange or trading market to make such issue any press release or announcement make any public announcement with respect to this Agreement or the Transactions, in which event such Stockholder shall use its reasonable best efforts the party required to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior shall, to making it the extent practicable within the requirements of applicable law, consult in good faith with the other party hereto regarding the terms of such press release or the substance of any such public announcement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Electro Energy Inc), Asset Purchase Agreement (Lithium Nickel Asset Holding Co I Inc)

Publicity. So Except with respect to any action taken pursuant to, and in accordance with, Section 7.2 or Article IX, so long as this Agreement is in effect, subject neither Parent nor Seller shall, or shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld or delayed, except as may be required by applicable Law or the applicable rules of any stock exchange or the Nasdaq Stock Market LLC, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the proviso in Section 12 none of other parties to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however, that the Stockholders or any of their respective Affiliates shall party seeking to issue or cause the publication of any press release or other announcement with respect to the Merger, Transaction or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 7.2 or any disclosure of the other transactions contemplated hereby Parent or thereby without the prior written approval of Parent, except as may be required by Law Purchaser in response thereto or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it connection therewith.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (BladeLogic, Inc.)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger, Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other announcement with respect to the Merger or this Agreement, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other party to review and comment upon such press release or announcement prior other announcement; provided, however, that the Company shall not be required to making it provide any such review or comment to Parent in connection with the receipt and existence of a bona fide Competing Proposal and matters related thereto or a Change of Recommendation; provided, further, each party hereto and their respective controlled affiliates may make statements that are not inconsistent with previous press releases, public disclosures or public statements made by Parent and the Company in compliance with this Section 6.4.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Temple Inland Inc)

Publicity. So long as this Agreement is in effect Neither party hereto, subject to the proviso in Section 12 none of the Stockholders or nor any of their respective Affiliates or Representatives, shall issue issue, make or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or the transactions contemplated hereby, or otherwise make any disclosures relating thereto, without the consent of the other transactions contemplated hereby party, such consent not to be unreasonably withheld, conditioned or thereby without the prior written approval of Parent delayed; provided, except as may however, that such consent shall not be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make where such release or announcement announcement is required by applicable law or the rules or regulations of a securities exchange, in which event the party so required to issue such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior shall endeavor, wherever possible, to making it furnish an advance copy of the proposed release to the other party.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Uil Holdings Corp)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates Subsidiaries, shall issue or cause the publication of any press release or other public announcement or disclosure with respect to the Offer, the Merger, the other Transactions or this Agreement or any of the other transactions contemplated hereby or thereby Letter Agreement without the prior written approval consent of Parent the other Party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such press release or announcement other public announcement or disclosure with respect to the Offer, the Merger, the other Transactions or this Agreement or the Letter Agreement, in which event such Stockholder Party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior or disclosure in advance and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the Parties shall not be required by this Section 7.3 to provide any such review or comment to the other Party relating to any dispute between the Parties relating to this Agreement; provided, further, that each Party and their respective Subsidiaries and Representatives may make statements that are consistent with previous press releases, public disclosures or public statements made by Parent or the Company in compliance with this Section 7.3; provided, further, that the obligations set forth in this Section 7.3 shall not apply to any communication regarding an Acquisition Proposal or a Change of Recommendation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none Each of the Stockholders Parties shall consult with the other in advance of issuing or permitting any of their respective Affiliates shall its affiliates or representatives to issue or cause the publication of any press release or other announcement otherwise making any public statement with respect to the Merger, this Agreement or any of the other transactions contemplated hereby or thereby without hereby, including the signing of this Agreement, and obtain the prior written approval of Parent the other Party as to the content of any such disclosure, which approval shall not be unreasonably withheld. This provision shall not apply, however, to any announcement or written statement that, upon advice of counsel, is required by law to be made, except as may be that any Party required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release announcement or announcement statement shall, in which event whenever practicable, consult with the other Party concerning the timing and content of such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release announcement or announcement prior to making it statement before it is made.

Appears in 2 contracts

Samples: Execution Agreement (Genesis Energy Lp), Pipeline Sale and Purchase Agreement (Genesis Energy Lp)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none None of the Stockholders or Parties nor any of their respective Affiliates shall issue any statement or communication to any third party regarding the subject matter of this Agreement or the transactions contemplated hereby, including, if applicable, the termination of this Agreement and the reasons therefor, without the prior consent of the other parties; provided, however, that any Shareholder may, after consultation with counsel and reasonable advanced notice to the other Shareholder, make or cause the publication of to be made any press release or other similar public announcement with respect to the Merger, this Agreement or any of the other transactions contemplated hereby or thereby without the prior written approval of Parent, except communication as may be required by Law or by in the rules opinion of such counsel to comply with the requirements of any applicable securities exchange as determined in Laws or the good faith judgment rules or regulations of the Stockholder wanting exchange or quotation system upon which any class or series of its capital stock is listed or quoted or any body overseeing any such exchange or quotation system. Notwithstanding the foregoing, the Shareholders intend to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or mutually agreeable public announcement prior to making it regarding this Agreement after the execution of this Agreement.

Appears in 2 contracts

Samples: Joint Venture Agreement (Sunpower Corp), Joint Venture Agreement (Sunpower Corp)

Publicity. So long as this Agreement is in effect, subject The initial news releases regarding the Merger shall each be reasonably agreed upon by the Company and Parent and thereafter the Company and Parent each shall (a) consult with each other prior to the proviso in Section 12 none of the Stockholders issuing any news releases or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement otherwise making public announcements with respect to the Merger, this Agreement or any of Merger and the other transactions contemplated hereby by this Agreement and prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or thereby without interdealer quotation service) with respect thereto, (b) provide to each other for review a copy of any such news release or public announcement and (c) not issue any such news release or public statement prior to providing the prior written approval other party with a reasonable period of Parent time and a reasonable opportunity to review and comment on such news release or public statement, except except, in each case, as may be required by Law or by the obligations pursuant to any listing agreement with or rules of any applicable national securities exchange as determined in or interdealer quotation service or by the good faith judgment request of any Governmental Entity. Prior to making any material, broad-based written communications to the employees of the Stockholder wanting Company or its Subsidiaries that primarily relate to make such release or announcement the Merger and the other transactions contemplated by this Agreement, in which event such Stockholder the Company shall use its reasonable best efforts to provide Parent with a meaningful opportunity copy of the intended communication (other than communications that are substantially similar to communications previously provided to Parent pursuant to this Section 5.05) and provide Parent with a reasonable period of time to review and comment upon on such press release or announcement prior to making it communication.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Columbia Pipeline Group, Inc.), Agreement and Plan of Merger (Transcanada Corp)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates controlled affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Offer, the Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other announcement with respect to the Offer, the Merger or this Agreement, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other parties to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto; provided, however, that the party seeking to issue or cause the publication of any press release or other announcement with respect to the Offer, the Merger or this Agreement shall not be required to provide any such review or comment to the other party in connection with any disclosure contemplated by Section 5.2. The Company and Parent agree to issue a joint press release announcing this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nextest Systems Corp), Agreement and Plan of Merger (Teradyne, Inc)

Publicity. So long as this Agreement is in effect Neither Party shall, subject to the proviso in Section 12 none of the Stockholders or any of their respective nor shall it permit its Affiliates shall to, issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the consent of the other transactions contemplated hereby Party hereto, which consent shall not be unreasonably withheld or thereby without delayed. Notwithstanding the prior written approval of Parent foregoing, except as may be in the event any such press release or announcement is required by Law any law or stock exchange rule to be made by the rules of any applicable securities exchange as determined in Party proposing to issue the good faith judgment of the Stockholder wanting to make same, such release or announcement, in which event such Stockholder Party shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other Party prior to Parent to review and comment upon the issuance of any such press release or announcement prior to making it announcement.

Appears in 2 contracts

Samples: Partnership Interest Purchase and Sale Agreement (Tc Pipelines Lp), Partnership Interest Purchase and Sale Agreement (Northern Border Partners Lp)

Publicity. So long as The initial press release by each of Parent and the Company with respect to the execution of this Agreement is in effect, subject shall be reasonably acceptable to Parent and the proviso in Section 12 none of Company. Neither the Stockholders or Company nor Parent (nor any of their respective Affiliates Affiliates) shall issue or cause the publication of any other press release or make any other public announcement with respect to the Merger, this Agreement or any the transactions contemplated hereby without the prior agreement of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be required by Law or by the rules of any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement exchange, in which event case the party proposing to issue such Stockholder press release or make such public announcement shall use its reasonable best efforts to provide a meaningful opportunity consult in good faith with the other party before making any such public announcements; provided, that the Company will no longer be required to obtain the prior agreement of or consult with Parent to review and comment upon in connection with any such press release or public announcement prior if the Company’s board of directors has effected any Change in Recommendation or shall have resolved to making it do so.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ryerson Inc.), Agreement and Plan of Merger (J.M. Tull Metals Company, Inc.)

Publicity. So long as this Agreement is in effect, subject The Parties hereto shall consult with each other and shall mutually agree (the agreement of each Party not to be unreasonably withheld or delayed) upon the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication content and timing of any press release or other announcement public statements with respect to the Merger, transactions contemplated by this Agreement and shall not issue any such press release or make any of the other transactions contemplated hereby or thereby without the such public statement prior written approval of Parent to such consultation and agreement, except as may be required by Law applicable law or in connection with the Bankruptcy Cases or by obligations pursuant to any listing agreement with any securities exchange or any stock exchange regulations as advised by counsel; provided, however, that to the rules extent reasonably possible, each Party shall give prior notice to the other Party of the content and timing of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior other public statement required by applicable law or in connection with the Bankruptcy Cases or by obligations pursuant to making it any listing agreement with any securities exchange or any stock exchange regulations.

Appears in 2 contracts

Samples: Investment Agreement (Icahn Carl C Et Al), Investment Agreement (Philip Services Corp/De)

Publicity. So long as The initial press release regarding this Agreement is and the transactions contemplated hereby shall be issued by Buyer in effect a form reasonably acceptable to Seller. Thereafter, subject no party to the proviso in Section 12 none of the Stockholders or this Agreement shall originate any of their respective Affiliates shall issue or cause the publication of any press publicity, news release or other public announcement, written or oral, whether relating to this Agreement or the existence of any arrangement between the parties, without the prior written consent of the other party whether named in such publicity, news release or other public announcement or not, except where such publicity, news release or other public announcement is required by securities laws or regulations or other law; provided, that in such event, the party issuing same shall still be required to consult with the other party whether named in such publicity, news release or public announcement or not, a reasonable time prior to its release to allow the other party to comment thereon and, after its release, shall provide the other party with a copy thereof. For the avoidance of doubt, nothing in this Article 11 shall limit Buyer’s right, or require Buyer to obtain Seller’s consent, to originate any publicity or make any other disclosure relating to Buyer’s development, marketing and commercialization activities with respect to the Merger Product. If either party, based on the advice of its counsel, determines that this Agreement Agreement, or any of the other transactions contemplated hereby or thereby without documents executed in connection herewith, must be filed with the prior written approval of Parent Securities and Exchange Commission, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make then such release or announcement party, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it any such filing, shall provide the other party and its counsel with a description of what it intends to file, and will give due consideration to any timely comments provided by the other party or its counsel and, if and to the extent reasonably practicable, use reasonable efforts to request the confidential treatment by the Securities and Exchange Commission of those sections specified by the other party or its counsel. Notwithstanding the foregoing, Buyer’s financing sources or other professional advisors may publish “tombstones” or other customary announcements relating to the purchase financing and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ikaria, Inc.), Asset Purchase Agreement (Ikaria, Inc.)

Publicity. So long Except as this Agreement is in effect otherwise required by law, subject to the proviso in Section 12 none of the Stockholders legal process or any of their respective Affiliates stock exchange rules, neither Party shall issue or cause the publication of any press release or make any public announcement or disclosure related to the Agreement or the transactions contemplated hereunder without the prior agreement of the other announcement Party, including with respect to the Merger content of such release, this Agreement announcement or disclosure (and, with respect in any of legally required announcement, Photronics and the Company shall use all reasonable efforts to consult and agree with each other transactions contemplated hereby or thereby without with respect to the prior written approval of Parent, except as may be required by Law or by the rules content of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such required press release or announcement prior to making it other publicity).

Appears in 2 contracts

Samples: License Agreement (Photronics Inc), License Agreement (Photronics Inc)

Publicity. So Each of Parent and the Company shall consult with the other regarding their initial press releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger, Transactions or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law law or by the rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement trading market, in which event such Stockholder case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a meaningful reasonable opportunity to Parent to review and comment upon on such press release or announcement prior to making it in advance of its issuance.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flexsteel Industries Inc), Agreement and Plan of Merger (Dmi Furniture Inc)

Publicity. So Each of Parent and the Company shall consult --------- with the other regarding their initial press releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Offer, the Merger or this Agreement or any without the prior consultation of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as such party believes, after receiving the advice of outside counsel, may be required by Law law or by any listing agreement with or listing rules of a national securities exchange or trading market or by the listing rules of The New York Stock Exchange, provided, however, that each party shall provide, if -------- ------- practicable, notice to and consult with the other party prior to issuing any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it other announcement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates controlled affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Offer, the Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be such party reasonably concludes, after receiving the advice of outside counsel, is required by Law applicable law or by any listing agreement with or the listing rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement trading market, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other parties to review and comment upon such press release or other announcement prior and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Koch Industries Inc), Agreement and Plan of Merger (Georgia Pacific Corp)

Publicity. So long as No party to this Agreement is in effect shall originate any publicity, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of any press news release or other public announcement, written or oral, whether relating to this Agreement or the existence of any arrangement between the parties, without the prior written consent of the other party whether named in such publicity, news release or other public announcement or not, except where such publicity, news release or other public announcement is required by law or by the rules or regulations of any stock exchange on which any security of Seller or Buyer is listed for trading (“Stock Exchange”); provided that in such event, the party issuing same shall still be required to consult with the other party whether named in such publicity, news release or public announcement or not, a reasonable time prior to its release to allow the other party to comment thereon and, after its release, shall provide the other party with a copy thereof. Each party shall use commercially reasonable efforts to provide reasonable advance notice of and to respond to and cooperate with the other party in connection with any such publicity. If the party whose comments are solicited fails to comment within [****]* days from the initial consultation with respect to any pending disclosure (or such shorter period of time as may be necessary for the Merger party proposing to issue such publicity or its Affiliates to avoid a violation of any applicable Legal Requirement or any rule or regulation of any Stock Exchange). The other party shall be free to issue its publicity, news release or other public announcement. If either party, based on the advice of its counsel, determines that this Agreement Agreement, or any of the other transactions contemplated hereby documents executed in connection herewith, must be filed with the SEC or thereby without the prior written approval of Parent any Stock Exchange, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make then such release or announcement party, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it any such filing, shall provide the other party and its counsel with a redacted version of this Agreement (or any other related documents) which it intends to file, and will give due consideration to any comments provided by the other party or its counsel and use reasonable efforts to ensure the confidential treatment by the SEC or any applicable Stock Exchange of those sections specified by the other party or its counsel.

Appears in 2 contracts

Samples: Asset Purchase Agreement (PDL Biopharma, Inc.), Asset Purchase Agreement (PDL Biopharma, Inc.)

Publicity. So Except with respect to any Company Change in Recommendation or any other action taken by the Company or the Company Board of Directors (or duly constituted committee of the Board of Directors) pursuant to, and in accordance with Section 5.2 and Section 5.3, so long as this Agreement is in effect, subject Company, Parent and their respective controlled affiliates shall consult with each other and, to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of extent practicable, provide each other reasonable opportunity to review and comment on any press release or other public announcement with respect to the Merger, Merger or this Agreement prior to issuance of such press release or public announcement, and shall not issue or publish any of the such press release or other transactions contemplated hereby or thereby without the public announcement prior written approval of Parent to such consultation, except as may be required by Law applicable Laws or by any listing agreement with or the listing rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement trading market, in which event such Stockholder shall use its case reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement consult with the other parties hereto shall be made prior to making it an such issuance or publication.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gentiva Health Services Inc), Agreement and Plan of Merger (Odyssey Healthcare Inc)

Publicity. So Each of Parent and the Company shall consult with the other regarding their initial press releases with respect to the execution of this Agreement. Thereafter, so long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger, Transactions or this Agreement or any without the prior consent of the other transactions contemplated hereby party (such consent not to be unreasonably withheld, delayed or thereby without the prior written approval of Parent conditioned), except as such press release or other announcement may be required by Law or by the rules of any applicable a national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement trading market, in which event such Stockholder case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a meaningful reasonable opportunity to Parent to review and comment upon on such press release or announcement prior to making it in advance of its issuance.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kinetic Concepts Inc /Tx/), Agreement and Plan of Merger (Lifecell Corp)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none None of the Stockholders Company, Parent, Merger Sub I or Merger Sub II, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Mergers, this Agreement or any of the other transactions contemplated hereby or thereby by this Agreement without the prior written approval consultation of Parent the other party, except as may be required by Law or by the rules of any applicable listing agreement with, or regulation of, any U.S. or foreign securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its regulatory authority if all reasonable best efforts have been made to provide a meaningful opportunity consult with the other party. In addition, the Company shall to the extent reasonably practicable consult with Parent to review regarding the form and comment upon such press release content of any public disclosure of any material developments or announcement prior to making it matters involving the Company, including earnings releases, reasonably in advance of publication or release.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (General Geophysics Co), Agreement and Plan of Merger (Veritas DGC Inc)

Publicity. So long as The initial press release concerning this Agreement is and the Mergers shall be a press release, approved in effect advance by the Company and Parent, subject and thereafter the Company and Parent each shall consult with each other prior to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of issuing any press release releases or other announcement otherwise making public announcements with respect to the Merger, this Agreement or any of Mergers and the other transactions contemplated hereby by this Agreement and prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or thereby without the prior written approval of Parent interdealer quotation service) with respect thereto, except as may be required by Law Laws or by the obligations pursuant to any listing agreement with or rules of any applicable national securities exchange as determined in or interdealer quotation service on which the good faith judgment securities of the Stockholder wanting Company or Parent are listed or quoted in which case the party required to make the release shall use reasonable efforts to allow the other party reasonable time (recognizing the disclosure obligation imposed by federal securities laws) to comment on such release or announcement in advance of such issuance, in which event it being understood that the final form and content of any such Stockholder release, to the extent so required, shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it be at the final discretion of the disclosing party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MCC Acquisition Holdings Corp), Agreement and Plan of Merger (Carter Wallace Inc /De/)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger Offer, the Merger or this Agreement or any without the prior consent of the other transactions contemplated hereby or thereby without the prior written approval of Parent party, except as may be unless such 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 any applicable a national securities exchange as determined in or trading market to issue or cause the good faith judgment publication of the Stockholder wanting to make such any press release or announcement other announcement with respect to the Offer, the Merger or this Agreement, in which event such Stockholder party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to the other parties to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however, that the Company shall not be required to provide any such review or comment to Parent in connection with the receipt and existence of a Competing Proposal and matters related thereto or a Change of Recommendation; provided, further, each party hereto and their respective controlled affiliates may make statements that are not inconsistent with previous press releases, public disclosures or public statements made by Parent and the Company in compliance with this Section 6.4. The Company shall provide a meaningful opportunity to Parent to review and comment upon such all formal Company employee communication programs or announcements with respect to the Offer, the Merger and the other Transactions. The parties agree that the initial press release or announcement prior to making it be issued with respect to the Offer, the Merger and the other Transactions shall be in the form heretofore agreed to by the parties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cougar Biotechnology, Inc.), Agreement and Plan of Merger (Johnson & Johnson)

Publicity. So long as this Agreement is in effect, subject to the proviso in Section 12 none Each of the Stockholders Seller and the Company agrees that it shall not, and that it shall cause its representatives not to, (a) publish, release or file any of their respective Affiliates shall issue or cause the publication of any initial press release or other public statement or announcement with respect relating to the Merger, transactions contemplated by this Agreement (an “Initial Press Release”) without providing such other party with a reasonable opportunity to review and comment on such release, statement or announcement and such party will consider any of comments from the other transactions contemplated hereby or thereby without party in good faith, and (b) after the prior written approval of Parent date hereof, except as may be required by Law or by law, including the rules of any applicable securities stock exchange as determined or self-regulatory organization, or any court, governmental or regulatory authority, in the good faith judgment each case having jurisdiction over such party or any of the Stockholder wanting to make such its subsidiaries, publish, release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such file any future press release or other public statement or announcement prior relating to making it. the transactions contemplated by this Agreement that is inconsistent with any such Initial Press Release. [Signature Page Follows]

Appears in 2 contracts

Samples: Stock Repurchase Agreement (Arlon Valencia Holdings LLC), Stock Repurchase Agreement (Presidio, Inc.)

Publicity. So long as this Agreement is in effect, subject to neither the proviso in Section 12 none of the Stockholders or Company nor Parent, nor any of their respective Affiliates affiliates or Representatives, shall issue or cause the publication of any press release or other public announcement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) such 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 trading market to issue or cause the publication of any press release or other public announcement with respect to the Offer, the Merger, this Agreement or any of the other transactions contemplated hereby Transactions, or thereby without the prior written approval of Parent, except as may be required by Law or by the rules of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make (ii) such press release or announcement other public announcement relates to a Company Competing Proposal and is expressly permitted under Section 5.2, in which event such Stockholder Party shall use its endeavor, on a basis reasonable best efforts under the circumstances, to provide a meaningful opportunity to Parent the other Party to review and comment upon such press release or other announcement prior as far in advance as practicable and shall give due consideration to making it all reasonable additions, deletions or changes suggested thereto.

Appears in 1 contract

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

Publicity. So long as this Agreement is in effect, subject to The initial press release regarding the proviso in Section 12 none of Merger shall be joint and thereafter neither the Stockholders or any of their respective Affiliates Company nor the Parent Parties shall issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or any the Transactions without the prior consultation of the other transactions contemplated hereby party and giving the other party the opportunity to review and comment on such press release or thereby without the prior written approval of Parent other announcement, except as may be to the extent required by Law or by the any listing agreement with or rules of any applicable national securities exchange exchange, trading market or listing authority, or as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide may be requested by a meaningful opportunity to Parent to review and comment upon such press release or announcement prior to making it Governmental Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cooper Tire & Rubber Co)

Publicity. So long as The initial press release regarding the Offer, the Merger and the other transactions contemplated by this Agreement is shall be a joint press release and thereafter (unless and until a Change of Recommendation has occurred in effect, subject compliance with Section 6.2(e)) the Company and Parent each shall consult with each other prior to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of issuing any press release releases or other announcement otherwise making public announcements with respect to the Merger Offer, this Agreement or any of the Merger and the other transactions contemplated hereby by this Agreement and prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or thereby interdealer quotation service) with respect thereto, and (unless and until a Change of Recommendation has occurred in compliance with Section 6.2(e)) no public release or announcement concerning the Offer, the Merger or any other transactions contemplated by this Agreement shall be issued or made by any party without the prior written approval consent of Parent the other party or parties (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Law or by the obligations pursuant to any listing agreement with or rules of any applicable national securities exchange as determined in or interdealer quotation service or by the good faith judgment request of the Stockholder wanting to make such release or announcement, any Governmental Entity (in which event such Stockholder shall use its reasonable best efforts case the party required to provide a meaningful opportunity to Parent to review and comment upon issue or make such press release or announcement prior shall give reasonable notice to making it the other party or parties, including the opportunity to review and comment on such press release or announcement to the extent practicable).

Appears in 1 contract

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

Publicity. So long as No party to this Agreement is in effect shall make, subject to the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication of to be made, any press release or other public announcement with in respect to the Merger, of this Agreement or any of the other transactions contemplated hereby or thereby otherwise communicate with any news media without the prior written approval consent of Parent the Purchaser and the Company, except as may be required by Law or by the rules requirements of any applicable national securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement national automated quotation system, in which event such Stockholder shall use its reasonable best efforts case the party proposing to provide a meaningful opportunity to Parent to review and comment upon issue such press release or make such public announcement prior shall use reasonable efforts to consult in good faith with the other party before issuing any such press release or making it any such public announcement. The parties shall cooperate as to the timing and contents of any such press release or public announcement.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Orchid Cellmark Inc)

Publicity. So long as this Agreement is in effect, subject The parties hereto shall consult with each other and shall mutually agree (the agreement of each party not to be unreasonably withheld or delayed) upon the proviso in Section 12 none of the Stockholders or any of their respective Affiliates shall issue or cause the publication content and timing of any press release or other announcement public statements with respect to the Merger, transactions contemplated by this Agreement and shall not issue any such press release or make any of the other transactions contemplated hereby or thereby without the such public statement prior written approval of Parent to such consultation and agreement, except as may be required by applicable Law or by obligations pursuant to any listing agreement with any securities exchange or any stock exchange regulations as advised by counsel; PROVIDED, HOWEVER, that each party shall give prior notice to the rules other parties of the content and timing of any applicable securities exchange as determined in the good faith judgment of the Stockholder wanting to make such release or announcement, in which event such Stockholder shall use its reasonable best efforts to provide a meaningful opportunity to Parent to review and comment upon such press release or announcement prior other public statement required by applicable Law or by obligations pursuant to making it any listing agreement with any securities exchange or any stock exchange regulations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Us Office Products Co)