Common use of Publicity Clause in Contracts

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Arbor Health Care Co /De/), Agreement and Plan of Merger (Advanced Environmental Systems Inc), Agreement and Plan of Merger (Applied Materials Inc /De)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, 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 Agreement, the Ancillary Agreements, or the other transactions contemplated hereby or thereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange exchange. Without limiting the foregoing, so long as this Agreement is in effect, the Company shall not issue or trading market cause the publication of any press release or other announcement without the prior consent of Parent, which consent shall not be unreasonably withheld.

Appears in 8 contracts

Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc), Agreement and Plan of Merger (Interface Systems Inc), Voting Agreement (Worldtalk Communications Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel, may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Phonetel Technologies Inc), Agreement and Plan of Merger (Communications Central Inc), Agreement and Plan of Merger (Varsity Spirit Corporation)

Publicity. The initial press release with respect to Except as otherwise required by law or the execution rules of this Agreement shall be a joint press release acceptable to Parent and any applicable securities exchange or the Company. Thereafter Nasdaq National Market, so long as this Agreement is in effect, neither Parent and the Company Company will not, Parent nor and will not permit any of their respective affiliates shall or representatives to, issue or cause the publication of any press release or make any other public announcement with respect to the Merger, transactions contemplated by this Agreement or the other transactions contemplated hereby without the prior consultation consent of the other party, except which consent shall not be unreasonably withheld or delayed. Parent and the Company will cooperate with each other in the development and distribution of all press releases and other public announcements with respect to this Agreement and the transactions contemplated hereby, and will furnish the other with drafts of any such releases and announcements as may be required by law or by any listing agreement with a national securities exchange or trading market far in advance as possible.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Qlogic Corp), Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/)

Publicity. The initial press release releases with respect to the execution of this Agreement shall be a joint press release acceptable to approved in advance by both Parent and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent nor any of their respective affiliates shall issue or cause the publication of any press release or other announcement statement with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market national securities quotation system.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Berg Electronics Corp /De/), Agreement and Plan of Merger (Muse John R), Agreement and Plan of Merger (Berg Acquisition Co)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company Seller, Parent Buyer nor any of their respective affiliates shall issue or cause the publication of any press release or other public announcement with respect to the Merger, this Agreement or the other transactions between the parties contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Discovery Laboratories Inc /De/), Agreement and Plan of Merger (Discovery Laboratories Inc /De/), Agreement and Plan of Merger (Discovery Laboratories Inc /De/)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither none of the Company, Parent Parent, Merger Sub, 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 the other transactions contemplated hereby without the prior consultation of the other party parties hereto, except any publication of any press release or other announcement made in connection with any Superior Proposal or as may be required by law or by any listing agreement with a national securities exchange or trading market as determined in the good faith judgment of the party hereto wanting to make such release.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Isco Inc), Agreement and Plan of Merger (Benthos Inc)

Publicity. The initial press release to be issued with respect to the transactions contemplated by this Agreement will be in the form agreed to by the parties prior to the execution of this Agreement shall be a joint press release acceptable to Parent and Agreement. Except as otherwise required by law, court process or the Company. Thereafter, so long rules of any applicable securities exchange or national quotation system or as this Agreement is in effect contemplated or provided elsewhere herein, neither the Company, Company nor Parent nor any of their respective affiliates shall issue or cause the publication of any press release or other announcement otherwise make any public statement with respect to the Merger, transactions contemplated by this Agreement or without prior consultation with the other transactions contemplated hereby and without the prior consultation of providing the other party, except as may be required by law or by any listing agreement party with a national securities exchange or trading market reasonable opportunity to review and comment upon such press release.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Falcon Financial Investment Trust), Agreement and Plan of Merger (Istar Financial Inc), Agreement and Plan of Merger (Istar Financial Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Purchaser, Purchaser's Subsidiary and the Company Seller. Thereafter, so long as this Agreement is in effect until the Closing, or the date the Transactions are terminated or abandoned pursuant to Article VIII, neither the Company Seller, Parent Purchaser, Purchaser's Subsidiary, 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/)

Publicity. The Each party's initial press release with respect to the execution of this Agreement shall be a joint has been previously approved by the other parties. Following such initial press release acceptable to Parent and the Company. Thereafter releases, so long as this Agreement is in effect, neither the Company, 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, this Agreement or the other transactions between the parties contemplated hereby without the prior consultation of with the other party parties, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Foamex Capital Corp), Agreement and Plan of Merger (Foamex International Inc), Agreement and Plan of Merger (Trace International Holdings Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither none of the Company, Parent nor and 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 of the other transactions contemplated hereby Transactions without the prior consultation written approval of the other party Company and Parent, except as may be required by law Law or by any listing agreement with a national securities exchange as determined in the good faith judgment of the party wanting to make such release or trading market announcement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (North Pittsburgh Systems Inc), Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)

Publicity. The initial press release with respect to Except as otherwise required by law or the execution rules of this Agreement shall be a joint press release acceptable to Parent and any applicable securities exchange or the Company. Thereafter OTC-BB Market, so long as this Agreement is in effect, neither Parent and the Company Company will not, Parent nor and will not permit any of their respective affiliates shall or representatives to, issue or cause the publication of any press release or make any other public announcement with respect to the Merger, transactions contemplated by this Agreement or the other transactions contemplated hereby without the prior consultation consent of the other party, except which consent shall not be unreasonably withheld or delayed. Parent and the Company will cooperate with each other in the development and distribution of all press releases and other public announcements with respect to this Agreement and the transactions contemplated hereby, and will furnish the other with drafts of any such releases and announcements as may be required by law or by any listing agreement with a national securities exchange or trading market far in advance as possible.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sattel Global Networks Inc), Agreement and Plan of Merger (Sattel Global Networks Inc), Agreement and Plan of Merger (Sattel Global Networks Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Purchaser and the Company Sylvan. Thereafter, so long as this Agreement is in effect until the Closing, or the date the Transactions are terminated or abandoned pursuant to Article VII, neither the Company Sellers, Parent Purchaser 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 the other transactions contemplated hereby Transactions without the prior consultation written agreement of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market market (in which case the other party shall be consulted prior to release).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Educate Inc), Asset Purchase Agreement (Apollo Investment Fund Iv Lp), Asset Purchase Agreement (Sylvan Learning Systems Inc)

Publicity. The initial press release with releases in respect to of the execution of this Agreement shall be a joint press release acceptable to Parent and the Company Company and shall be in the form of ANNEX B hereto. Thereafter, so long as this Agreement is in effect, neither the Company, Parent Parent, nor any of their respective affiliates shall issue or cause to be issued the publication of any press release or other announcement with in respect to of the Offer, the Merger, this Agreement Agreement, or the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law applicable Law or by any listing agreement with a national securities exchange or trading market national securities quotation system.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Integrated Sensor Solutions Inc), Agreement and Plan of Merger (Texas Instruments Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint Seller press release acceptable to, and approved prior to Parent dissemination thereof by, Purchaser and the Company Seller. Thereafter, so long as this Agreement is in effect until the Closing, or the date the Transactions are terminated or abandoned pursuant to Article VIII, neither the Company Seller nor Purchaser, 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, this Agreement or the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be required by law law, by an order of the Bankruptcy Court, or by any listing agreement with a national securities exchange or trading market.

Appears in 3 contracts

Samples: Asset Sale Agreement (Ibeam Broadcasting Corp), Asset Sale Agreement (Williams Communications Group Inc), Asset Sale Agreement (Williams Communications Group Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (Key Energy Group Inc), Key Energy Group Inc

Publicity. The initial press release with respect to the --------- execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 relating to the Offer, the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market as determined in the good faith judgment of the party wanting to make such release.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Emusic Com Inc), Agreement and Plan of Merger (Emusic Com Inc), Agreement and Plan of Merger (Universal Music Group Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Purchaser and the Company. Thereafter, so long as this Agreement is in effect until the Closing or the date the Transactions are terminated or abandoned, neither the Company, Parent Purchaser 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party parties, except in order to comply with fiduciary obligations or as may be required by law Applicable law, the rules and regulations of any national or other securities exchange or over-the-counter market or by any listing agreement with a national or other securities exchange or trading over-the-counter market.

Appears in 3 contracts

Samples: Agreement of Purchase and Sale (Path 1 Network Technologies Inc), Agreement of Purchase and Sale (Path 1 Network Technologies Inc), Agreement of Purchase and Sale (Path 1 Network Technologies Inc)

Publicity. The initial Parent and the Special Committee have agreed upon the text of a press release to be issued with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company transactions contemplated hereby. Thereafter Except as may be required to comply with applicable Law or the requirements of any exchange, so long as this Agreement is in effect market or quotation system, neither none of the Company, Parent nor any of their respective affiliates Parties shall issue or cause the publication of any other press release or other public announcement with respect to this Agreement, the Merger, this Agreement Merger or the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market Parties.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Critical Path Inc), Agreement and Plan of Merger (Vectis Cp Holdings LLC), Agreement and Plan of Merger (General Atlantic LLC)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and in the Company form attached hereto as Exhibit 6.6. Thereafter, so long as this Agreement is in effect effect and subject to the other provisions of this Agreement, 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 the other transactions contemplated hereby without the prior consultation consent of the other party, except as may be after receiving the advice of outside legal counsel, and after informing all the parties hereto, that such release or announcement is required by law or by any listing agreement with a national securities exchange or trading market . If so advised, Parent and Company shall consult with each other before issuing, and provide each other the opportunity to comment upon, any such press release or other public statements with respect to such transactions.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Deflecta Shield Corp /De/), Agreement and Plan of Merger (Deflecta Shield Corp /De/), Agreement and Plan of Merger (Lund International Holdings Inc)

Publicity. The initial press release with respect to the --------- execution of this Agreement shall be a joint press release reasonably acceptable to each of the Parent and the Company. Thereafter, so long as until the Effective Time, or the date this Agreement is in effect terminated pursuant to Article 8 (whichever occurs first), neither the Company, the 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be advised by outside counsel is required by law or by any listing agreement with a national securities exchange or trading market , in which case, prior consultation with the other party will be made to the extent reasonably practicable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Otg Software Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company, Company nor 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp)

Publicity. The Each of Parent and the Company shall consult with the other and agree upon the initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company Agreement. Thereafter, so long as this Agreement is in effect, neither the Company Company nor Parent, Parent nor any of their respective affiliates affiliates, shall issue or cause the publication of any press release or other announcement with respect to any of the Merger, Transactions or this Agreement or (including pursuant to Rule 14a-12 under the other transactions contemplated hereby Exchange Act) without the prior consultation of the other party, except as such party believes, after consultation with outside counsel, may be required by law or law, by any listing agreement with or listing rules of a national securities exchange or trading market by the rules of the Nasdaq Stock Market or any U.S. inter-dealer quotation system of a registered national securities association, provided, however, that each party shall provide, to the extent practicable, notice to and shall consult with the other party prior to issuing any such press release or other announcement.

Appears in 3 contracts

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

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect effect and subject to Section 6.1 hereof, 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Baxter International Inc), Agreement and Plan of Merger (Psicor Inc), Employment Agreement (Bell Industries Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions Transactions contemplated hereby without the prior consultation of the other party , except as may be required by law or by any listing agreement with a national securities exchange or trading market .

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (First Alert Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company, Company nor the Parent nor any of their respective affiliates shall issue or cause the publication of any press release or other public statement or announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby Contemplated Transaction without the prior consultation of with the other party, except as may be required by law or by obligations pursuant to any listing agreement with a national securities exchange or trading market Nasdaq, provided that the Company and the Parent may include this Agreement and the Stockholders Agreement as exhibits to a report on Form 8-K filed with the SEC, and in each such case shall use all reasonable efforts to consult with the other party prior to such release or announcement being issued or such filing being made.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Triarc Companies Inc), Agreement and Plan of Merger (Cable Car Beverage Corp), Agreement and Plan of Merger (Cable Car Beverage Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company, Company nor Parent nor any affiliates which either of their respective affiliates them control shall issue or cause the publication of any press release or other public statement or announcement with respect to this Agreement, the Merger, this Stock Option Agreement or the other Zell/Chilmark Stockholder Agreement or the transactions contemplated hereby or thereby without the prior consultation of the other party, except as may be required by law or by obligations pursuant to any listing agreement with a national securities exchange or trading market exchange, provided that each party will use its best efforts to consult with the other party prior to any such issuance.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Revco D S Inc), Agreement and Plan of Merger (Rite Aid Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party reasonably believes, after receiving the advice of outside counsel, may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (American Medserve Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither Neither the Company, Parent Lomak 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange exchange. The parties agree to respond promptly to any press release or trading market other announcement submitted for comment pursuant to this Section 7.7.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Domain Energy Corp), Agreement and Plan of Merger (Lomak Petroleum Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company, Company nor Parent nor any affiliates which either of their respective affiliates them control shall issue or cause the publication of any press release or other public statement or announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by obligations pursuant to any listing agreement with a national securities exchange or trading market exchange, provided that each party will use its best efforts to consult with the other party prior to any such issuance.

Appears in 2 contracts

Samples: 5 Agreement and Plan of Merger (Mac Frugals Bargains Close Outs Inc), Agreement and Plan of Merger (Consolidated Stores Corp /De/)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to both Parent and the Company. Thereafter, so long as this Agreement is in effect until the Closing, or the date the Transactions are terminated or abandoned pursuant to Article XI, neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wit Capital Group Inc), Agreement and Plan of Merger (E Offering Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as until the Appointment Date, or the date this Agreement is in effect terminated pursuant to ARTICLE 8 (whichever occurs first), neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Convergent Holding Corp), Agreement and Plan of Merger (Convergent Holding Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company , except as either party reasonably believes, after receiving the advice of outside legal counsel and after informing the other party, another form of press release may be required by Law or by any listing agreement with a national securities exchange or trading market. Thereafter, so long as this Agreement is in effect, neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except pursuant to Section 5.2(b) or as such party reasonably believes, after receiving the advice of outside legal counsel and after informing all other parties to this Agreement, another form of press release may be required by law Law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (Meade Instruments Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation approval of the other party, except as may be required by law or law, by any listing agreement with a national securities exchange or trading market by any rule or regulation of the NASD (in which event, the non-disclosing party shall nevertheless have the opportunity to review and consult with the disclosing party regarding such disclosure prior to the making thereof).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (In Home Health Inc /Mn/), Agreement and Plan of Merger (Manor Care Inc)

Publicity. The initial press release with respect to --------- the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel, may be required by law or by any listing agreement with or listing rules of a national securities exchange or trading market. market or by the listing rules of The London Stock Exchange (the "London Stock Exchange"). ---------------------

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rose Acquisition Corp), Agreement and Plan of Merger (State of the Art Inc /Ca)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Acquiror and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market. exchange. Section 6.6

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Horizon Acquisition Inc), Exhibit 1 Agreement and Plan of Merger (Ameriwood Industries International Corp)

Publicity. The Each party's initial press release with respect to the execution of this Agreement shall be a joint has been previously approved by the other parties. Following such initial press release acceptable to Parent and the Company. Thereafter releases, so long as this Agreement is in effect, neither the Company, 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, this Agreement or the other transactions between the parties contemplated hereby without the prior consultation of the other party parties, except as may be required by law Legal Requirement or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Level 3 Communications Inc), Agreement and Plan of Merger (Software Spectrum Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither none of the Company, Parent or Merger Sub, 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 the other transactions contemplated hereby without the prior consultation of the other party parties, except as may be required by law or by any listing agreement with a national securities exchange or trading market as determined in the good faith judgment of the party wanting to make such release.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cavalier Homes Inc), Agreement and Plan of Merger (Clayton Homes Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel, may be required by law or by any listing agreement with a national securities exchange or trading market . Information included in Disclosure Documents shall not be deemed to constitute public disclosure for purposes of this Section 6.6.

Appears in 2 contracts

Samples: Acquisition Agreement and Plan of Merger (Intervoice Inc), Acquisition Agreement and Plan of Merger (Brite Voice Systems Inc)

Publicity. The initial press release releases with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent Buyer and the Company Seller. Thereafter, so long as this Agreement is in effect, neither the Company, Parent Buyer nor Seller 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 the other transactions contemplated hereby or this Agreement without the prior consultation agreement of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 2 contracts

Samples: Purchase Agreement (Ivax Corp /De), Purchase Agreement (Carson Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law law, the rules and regulations of any national securities exchange or over the counter market or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ovid Technologies Inc), Agreement and Plan of Merger (Wolters Kluwer Us Corp)

Publicity. The initial press release with respect to --------- the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel, may be required by law or by any listing agreement with a national securities exchange or trading market . Information included in Disclosure Documents shall not be deemed to constitute public disclosure for purposes of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Saffron Acquisition Corp), Agreement and Plan of Merger (Sun Coast Industries Inc /De/)

Publicity. The initial press release with respect Prior to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect Closing, neither the Company, Parent Purchaser nor Sellers 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 the other transactions contemplated hereby or this Agreement without the prior consultation agreement of the other party, except as may be required by law Law or by any listing agreement with a national securities exchange or trading market . The initial press releases with respect to the execution of this Agreement shall be reasonably acceptable to Purchaser and Sellers.

Appears in 2 contracts

Samples: Acquisition Agreement, Acquisition Agreement (McLeodusa Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation approval of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market as determined in the good faith judgment of the party wanting to make such release.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Delco Remy International Inc), Agreement and Plan of Merger (Citigroup Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company, Company nor Parent nor any of their respective affiliates shall issue or cause the publication of any press release or other public statement or announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation approval of the other party, except as may be required by law or by obligations pursuant to any listing agreement with a national securities exchange exchange, and in such case shall use all reasonable efforts to consult with the other party prior to such release or trading market announcement being issued.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Exel LTD), Agreement and Plan of Merger (Nac Re Corp)

Publicity. The initial press release with respect to the execution of this Agreement Agreement, the Offer and the Merger shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect until the earlier of the Changeover Time or the Effective Time, neither or the date the Transactions are terminated or abandoned pursuant to Article VII, the Company and Parent shall use reasonable efforts to consult with the other party prior to the Company, Parent nor or any of their respective affiliates shall issue Affiliates issuing or cause causing the publication of any press release or other announcement with respect to the Merger, the Offer and this Agreement or the other transactions contemplated hereby Transactions without the prior consultation written approval of the other party, except for references to earlier releases or announcements and except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint has been previously approved by the parties. Following such initial press release acceptable to Parent and the Company. Thereafter release, so long as this Agreement is in effect, neither the Company, Parent nor any of their respective affiliates shall issue or cause the publication of any press release or other public announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Samsung Electronics Co LTD /Fi), Agreement and Plan of Merger (Ast Research Inc /De/)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party reasonably believes, after receiving the advice of outside counsel and after informing all other parties to this Agreement, another form of press release may be required by law Law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lamson & Sessions Co), Agreement and Plan of Merger (Thomas & Betts Corp)

Publicity. The initial Except as required by Law or by obligations pursuant to any listing agreement with any relevant securities exchange, neither the Company or any of its Affiliates nor the Investor, Parent or any of their 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 execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without 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 prior consultation of disclosing party shall consult with the other party, except to the extent feasible, as may be required by law to the content of such public announcement or by any listing agreement press release. Notwithstanding the foregoing, the Investor, Parent and the Company may, in meetings with securities and other financial analysts and press interviews, disclose information (other than non-public information) concerning the transactions contemplated hereby and the Investor's and Parents' investment in the Company and in a national securities exchange or trading market manner not inconsistent with prior joint public announcements regarding the transactions and in a manner consistent with the other terms of this Agreement.

Appears in 2 contracts

Samples: Investor Rights Agreement (Antec Corp), Investor Rights Agreement (Antec Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Ferrotec and its affiliates and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent Ferrotec 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market inter-quotation system.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ferrotec Acquisition Inc), Agreement and Plan of Merger (Ferrofluidics Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company , except as either party reasonably believes, after receiving the advice of outside counsel and after informing the other party, another form of press release may be required by Law or by any listing agreement with a national securities exchange or trading market. Thereafter, so long as this Agreement is in effect, neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except pursuant to Section 5.2(b) or as such party reasonably believes, after receiving the advice of outside counsel and after informing all other parties to this Agreement, another form of press release may be required by law Law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adams Golf Inc), Agreement and Plan of Merger (EF Johnson Technologies, Inc.)

Publicity. The initial press release with respect to the --------- execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect until the Appointment Date, or the date the Transactions are terminated or abandoned pursuant to Article VII, neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compaq Interests Inc), Agreement and Plan of Merger (Shopping Com)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company , except as either party reasonably believes, after receiving the advice of outside counsel and after informing the other party, another form of press release may be required by Law or by any listing agreement with a national securities exchange or trading market. Thereafter, so long as this Agreement is in effect, neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except pursuant to Section 5.3 or as such party reasonably believes, after receiving the advice of outside counsel and after informing all other parties to this Agreement, another form of press release may be required by law Law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Goodman Networks Inc), Agreement and Plan of Merger (Multiband Corp)

Publicity. The initial press release with respect to Neither the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Company or 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 the other transactions contemplated hereby by this Agreement without the prior consultation of the other party, except as may be required by law Law or by any listing agreement with a national securities exchange Nasdaq or trading market the NYSE. In addition, each of the Company and Parent agrees to consult with the other party before issuing any press release or other announcement with respect to its business, except as may be required by Law or by any listing agreement with Nasdaq or the NYSE if all reasonable best efforts have been made to consult with the other party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Halcon Resources Corp), Agreement and Plan of Merger (Georesources Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to both Parent and the Company. Thereafter, so long as this Agreement is in effect, neither none of the Company, Parent Parent, Merger Sub, 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 the other transactions contemplated hereby without the prior consultation of the other party parties hereto, except any publication of any press release or other announcement made in connection with any Superior Proposal or as may be required by law or by any listing agreement with a national securities exchange or trading market as determined in the good faith judgment of the party hereto wanting to make such release.

Appears in 2 contracts

Samples: Shareholder Agreement (Bolt Technology Corp), Shareholder Agreement (Teledyne Technologies Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to both Parent and the Company. Thereafter, so long as this Agreement is in effect, neither none of the Company, Parent Parent, Merger Sub, 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 the other transactions contemplated hereby without the prior consultation of the other party parties hereto, except any publication of any press release or other announcement made in connection with any Superior Proposal or as may be required by law or by any listing agreement with a national securities exchange or trading market NASDAQ or any other securities market as determined in the good faith judgment of the party hereto wanting to make such release.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lecroy Corp), Agreement and Plan of Merger (Teledyne Technologies Inc)

Publicity. The initial press release with respect to the execution None of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent nor any of their respective affiliates Parent, Purchaser or Merger Sub shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger Offer, this Agreement the Merger or the other transactions contemplated hereby without the prior consultation of with the other party parties, except as may be required by law or by any listing agreement with a national securities exchange to which Parent or trading market the Company is a party. Upon execution of this Agreement, Parent and the Special Committee shall agree upon the text of a press release to be issued with respect to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cox Enterprises Inc Et Al), Agreement and Plan of Merger (Cox Communications Inc /De/)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Mergerco and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent Mergerco 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jupiter Partners Lp), Agreement and Plan of Merger (Pca International Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company, Company nor Parent nor any of their respective affiliates shall issue or cause the publication of any press release or other public statement or announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law Law or by obligations pursuant to any listing agreement with a national securities exchange or trading market Nasdaq, and in such case shall use all reasonable efforts to consult with the other party prior to such release or announcement being issued.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Priority Healthcare Corp), Agreement and Plan of Merger (Express Scripts Inc)

Publicity. The initial press release with respect to the execution None of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent nor any of their respective affiliates or Merger Sub shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger Offer, this Agreement the Merger or the other transactions contemplated hereby Transactions without the prior consultation of with the other party parties, except as may be required by law Law or by any listing agreement with a or rules of any national securities exchange or trading market by the request of any Governmental Entity. Upon execution of this Agreement, Parent and the Special Committee shall agree upon the text of a press release to be jointly issued by Parent and the Company with respect to this Agreement and the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cna Surety Corp), Agreement and Plan of Merger (Odyssey Re Holdings Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent Parent, the Purchaser 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel, may be required by law or by any listing agreement with or listing rules of a national securities exchange or trading market. market or inter-dealer quotation system or by the listing

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Best Software Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, --------- neither the Company Company nor Parent, 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 the other transactions contemplated hereby without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel, may be required by law or by any listing agreement with or listing rules of a national securities exchange or trading market.

Appears in 2 contracts

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

Publicity. The initial press release with respect Until the Closing, or the date the transactions contemplated hereby are terminated or abandoned pursuant to the execution Article X, none of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent nor any of its Subsidiaries, Purchaser or 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 the other transactions contemplated hereby without the prior consultation approval of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market , it being understood and acknowledged that Sellers shall issue a press release with respect to the execution of this Agreement immediately subsequent to the execution of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Silver Point Capital L.P.), Asset Purchase Agreement (U S Energy Systems Inc)

Publicity. The initial press release releases with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Healthsource Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as until the earlier of the Appointment Date or the date on which this Agreement is terminated in effect accordance with its terms, 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 the other transactions contemplated hereby without the prior consultation of notifying the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Red Roof Inns Inc), Agreement and Plan (Accor Sa /Fi)

Publicity. The initial press release with respect to the --------- execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect until the Appointment Date or the date the Transactions are terminated or abandoned, neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party parties, except as may be to the extent required by law law, the rules and regulations of any national securities exchange or over-the-counter market or by any listing agreement with a national securities exchange or trading over-the-counter market.

Appears in 2 contracts

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

Publicity. The initial Family LLC and the Special Committee have agreed upon the text of a press release to be issued with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company transactions contemplated hereby. Thereafter, so long as this Agreement is in effect, neither None of the Company, Parent nor any of their respective affiliates Parties shall issue or cause the publication of any other press release or other public announcement with respect to this Agreement, the Merger, this Agreement Merger or the other transactions contemplated hereby without the prior consultation written consent of the other party Parties, except as may be required by law Law or by any listing agreement with a national securities exchange or trading market to which the Company is a party (provided that, in any such event, the Company shall provide Family LLC a reasonable opportunity to review and comment on such public announcement).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cablevision Systems Corp /Ny), Agreement and Plan of Merger (Cablevision Systems Corp /Ny)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law (as determined on the basis of advice of counsel), the rules and regulations of any national securities exchange or over the counter market or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as until the Effective Time, or the date this Agreement is in effect terminated or abandoned pursuant to Article IX hereof, neither the Company, Parent party hereto 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 the other transactions contemplated hereby without the prior consultation approval of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (National Information Consortium), Agreement and Plan of Reorganization and Merger (National Information Consortium)

Publicity. The initial press release with respect Until the Closing, or the date the transactions contemplated hereby are terminated or abandoned pursuant to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect Article XI, neither Seller, the Company Companies, Parent Purchaser 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 the other transactions contemplated hereby without the prior consultation approval of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market , it being understood and acknowledged that Purchaser shall issue a press release, a copy of which shall be provided to Seller prior to issuance, with respect to the execution of this Agreement immediately subsequent to the execution of this Agreement.

Appears in 2 contracts

Samples: Acquisition Agreement (Packaging Dynamics Corp), Acquisition Agreement (Packaging Dynamics Corp)

Publicity. The initial press release with respect to the --------- execution of this Agreement shall be a joint or separate press release release(s) acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel and notification to the other party, may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hain Food Group Inc), Agreement and Plan of Merger (Hain Food Group Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither Neither the Company, Parent Purchaser, Merger Sub 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 the other transactions contemplated hereby by this Agreement without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market if all reasonable efforts have been made to consult with the other party.

Appears in 2 contracts

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

Publicity. The initial press release with respect to the --------- execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Consolidated Cigar Holdings Inc), Agreement and Plan of Merger (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet)

Publicity. The initial press release with respect to Except as otherwise required by law, court process or the execution rules of this Agreement shall be a joint press release acceptable to Parent and national securities exchange or the Company. Thereafter Nasdaq National Market or as contemplated or provided in the Merger Agreement, for so long as this Voting Agreement and Proxy is in effect, neither the Company, Parent any Stockholder nor any of their respective affiliates Buyer shall issue or cause the publication of any press release or other public announcement with respect to the Merger, transactions contemplated by this Voting Agreement and Proxy or the other transactions contemplated hereby Merger Agreement without the prior consultation consent of the other party parties, except as may which consent shall not be required by law or by any listing agreement with a national securities exchange or trading market unreasonably withheld.

Appears in 2 contracts

Samples: Stockholder Voting Agreement and Proxy (Vermont Teddy Bear Co Inc), Stockholder Voting Agreement (Hibernation Holding Company, Inc.)

Publicity. The initial press release with respect to the execution of Except as otherwise permitted by this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter or required by law or stock exchange rules, so long as this Agreement is in effect, neither the Company Company nor Merger Company shall, Parent nor or shall permit any of their respective its affiliates shall to, issue or cause the publication of any press release or other public announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby without first obtaining the prior consultation consent of the other party parties hereto, except as may which consent shall not be required unreasonably withheld. The parties agree that the initial press release to be issued with respect to the transactions contemplated by law or this Agreement shall be in the form heretofore agreed to by any listing agreement with a national securities exchange or trading market the parties.

Appears in 2 contracts

Samples: Stockholders' Agreement (Johns Manville Corp /New/), Stockholders' Agreement (Manville Personal Injury Settlement Trust)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release mutually acceptable to Parent Purchaser and the Company Seller. Thereafter, so long as this Agreement is in effect until the Closing, or the date the Transactions are terminated or abandoned pursuant to Article VII, neither the Company, Parent Seller or Purchaser 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 the other transactions contemplated hereby Transactions without the prior consultation approval of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cash Systems Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent the Purchaser and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent the Purchaser 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prophet 21 Inc)

Publicity. The initial press release with respect to the execution None of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter Tower, so long as this Agreement is in effect, neither the Company, Parent Buyer nor any of their respective --------- affiliates shall issue or cause the publication of any press release or other public announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law or by any listing agreement with with, or the policies of, a national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Stock Purchase Agreement (Reckson Associates Realty Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Purchaser and the Company Shareholders. Thereafter, so long as this Agreement until the Closing, or the date the Transaction is in effect terminated or abandoned pursuant to Article IX, neither none of the Company Shareholders, Parent JVCo, Purchaser, Purchaser Parent, the Guarantors 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 (including its terms) or the other Transaction Documents or the Shareholder Agreement transactions contemplated hereby without the prior consultation of with the other party parties, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 1 contract

Samples: Share Purchase Agreement (International Paper Co /New/)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Purchaser and the Company Seller. Thereafter, so long as this Agreement is in effect until the Closing, neither or the Company date the Transactions are terminated or abandoned pursuant to Article IX, Parent nor none of Seller, Purchaser or 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be required by law Law or by any listing agreement with a national securities stock exchange or trading market.

Appears in 1 contract

Samples: Agreement and Plan of Demerger (Neophotonics Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, neither none of the Company, Parent or Merger Sub, 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 the other transactions contemplated hereby without the prior consultation of the other party parties, except in connection with a Takeover Proposal or as may be required by law or by any listing agreement with a national securities exchange or trading market as determined in the good faith judgment of the party wanting to make such release.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Burlington Northern Santa Fe Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company Partnership Parties. Thereafter, so long as this Agreement is in effect, neither none of the Company Partnership Parties or Parent Parties, 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 the other transactions contemplated hereby without the prior consultation of the other party parties, except as may be required by law applicable Law or by obligations pursuant to any listing agreement with a any national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NTS Realty Holdings Lp)

Publicity. The initial press release with respect to --------- the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel and after informing all other parties thereto, may be required by law or by any listing agreement with a national securities exchange or trading market . Information included in Disclosure Documents shall not be deemed to constitute public disclosure for purposes of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bucyrus Acquisition Corp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent MC and the Company PN. Thereafter, so long as this Agreement is in effect, neither the Company PN, Parent MC 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market the rules of Nasdaq.

Appears in 1 contract

Samples: Vii 9 Agreement and Plan of Merger (Metrocall Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to the Parent and the Company. Thereafter, so long as until the Appointment Date, or the date this Agreement is in effect terminated pursuant to Article VIII (whichever occurs first), neither the Company, the 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spiros Development Corp Ii Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect effect and subject to Section 6.4 hereof, neither the Company, Parent Baxter 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market. exchange. Section 8.7

Appears in 1 contract

Samples: Agreement and Plan of Merger (Research Medical Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect effect and subject to --------- Section 7.1 hereof, neither the Company, Parent Company nor any of their respective its affiliates shall issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation of the other party with Parent, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mirage Resorts Inc)

Publicity. The initial press release with respect to the --------- execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company. Thereafter, so long as until the Appointment Date, or the date this Agreement is in effect terminated pursuant to Article 8 (whichever occurs first), neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation consent of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market , in which case, prior consultation with the other party will be made to the extent reasonably practicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent and the Company Partnership Parties (acting through the Special Committee). Thereafter, so long as this Agreement is in effect, neither none of the Company Partnership Parties or Parent Parties, 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 the other transactions contemplated hereby without the prior consultation of the other party parties, except as may be required by law applicable Law or by obligations pursuant to any listing agreement with a any national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NTS Realty Holdings Lp)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so So long as this Agreement is in effect, neither the Company, Parent Baxter 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 the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Somatogen Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation of with the other party, except as may be required by law law, the rules and regulations of any national securities exchange or over-the-counter market or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Waverly Inc)

Publicity. The After the initial press release with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter Agreement, so long as this Agreement is in effect, neither Toy Biz, the Company, Parent Consenting Lenders 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 Agreement, the Plan of Reorganization or the other transactions contemplated hereby without the prior consultation exercise of reasonable efforts to consult with the other party Consenting Lenders and Toy Biz, except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Toy Biz Inc)

Publicity. The initial press release with respect to Except as otherwise required by law or the execution rules of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter American Stock Exchange, so long as this Agreement is in effect, neither the Company Company nor Parent shall, Parent nor 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 the other transactions contemplated hereby without the prior consultation consent of the other party, except which consent shall not be unreasonably withheld. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Following the closing, Roney & Company and Coopers & Lybrand, L.L.P. may issue customary public announcements that they have acted as may be required by law or by any listing agreement investment advisors in connection with a national securities exchange or trading market this transaction. SECTION 8.08.

Appears in 1 contract

Samples: 1 Agreement and Plan of Merger (Ajk Enterprises Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release of the Sellers reasonably acceptable to, and approved prior to Parent and dissemination thereof by, the Company Purchaser. Thereafter, so long as this Agreement until the Closing, or the date the Acquisition is in effect terminated or abandoned pursuant to Article VIII, neither the Company Sellers nor the Purchaser, 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, this Agreement or the other transactions contemplated hereby Acquisition without the prior consultation of with the other party, except as may be required by law law, by an order of the Bankruptcy Court, or by any listing agreement with a national securities exchange or trading market.

Appears in 1 contract

Samples: Stock and Asset Sale Agreement (Warnaco Group Inc /De/)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release reasonably acceptable to Parent Purchaser and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent the Purchaser 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 the other transactions contemplated hereby without the prior consultation approval of the other party, except as may be required by law or law, by any listing agreement with a national securities exchange or trading market by any rule or regulation of the NASD (in which event, the non-disclosing party shall nevertheless have the opportunity to review and consult with the disclosing party regarding such disclosure prior to the making thereof).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rappaport Gary B)

Publicity. The initial press release releases with respect to the execution of this Agreement shall be a joint press release acceptable to Parent Acquiror and the Company. Thereafter, so long as this Agreement is in effect, neither the Company, Parent Acquiror 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 the other transactions contemplated hereby or otherwise without the prior consultation agreement of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Surgical Safety Products Inc)

Publicity. The initial press release with respect to the execution of this Agreement shall be a joint press release prepared by Parent and reasonably acceptable to Parent and the Company , whose consent shall not be unreasonably delayed or refused. Thereafter, so long as this Agreement is in effect until the Effective Time or the date the Transactions are terminated or abandoned pursuant to Article VII, neither the Company Company nor its Affiliates shall issue any press release without the consent of Parent, which consent shall not unreasonably refused or delayed, and Parent nor shall use its reasonable best efforts to consult with the Company prior to Parent or any of their its respective affiliates shall issue Affiliates issuing or cause causing the publication of any press release or other announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consultation of the other party Transactions, except for references to earlier releases or announcements and except as may be required by law or by any listing agreement with a national securities exchange or trading market.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sunlink Health Systems Inc)

Publicity. The initial press release releases with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter There- after, so long as this Agreement is in effect, 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 the other transactions contemplated hereby without the prior consultation of the other party, except as may be required by law or by any listing agreement with a national securities exchange or trading market exchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Healthsource Inc)

Publicity. The initial press release (the "Press Release") with respect to the execution of this Agreement shall be a joint press release acceptable to Parent and the Company. Thereafter , except as provided in Section 5.4(g), so long as this Agreement is in effect, neither the Company, Parent nor any of their respective affiliates shall issue or cause the publication of any press release or other public announcement with respect to the Merger, this Agreement or the other transactions contemplated hereby Transactions without the prior consultation of the other party, except as such party believes, after receiving the advice of outside counsel, may be required by law or by any listing agreement with a national securities exchange or trading market , in which case, such party shall contact the other party prior to, or if impracticable as soon as reasonably practicable after, making any such disclosure.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Honeywell International Inc)

Publicity. The initial press release with respect to the --------- execution of this Agreement shall be a joint press release reasonably acceptable to each of Parent and the Company. Thereafter, so long as until the Effective Time, or the date this Agreement is in effect terminated pursuant to Article 9 (whichever occurs first), neither the Company, 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 the other transactions contemplated hereby Transactions without the prior consultation of with the other party, except as may be advised by outside counsel is required by law or by any listing agreement with a national securities exchange or trading market , in which case, prior consultation with the other party will be made to the extent reasonably practicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediaplex Inc)