3Publicity Sample Clauses

3Publicity. Neither the Company nor Acquiror shall, and neither the Company nor Acquiror shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement or, except as otherwise specifically provided in this Agreement, any disclosure of nonpublic information to a third party, concerning, the Contemplated Transactions without the prior consent (which consent shall not be unreasonably withheld or delayed) of Acquiror, in the case of a proposed announcement, statement or disclosure by the Company, or the Company, in the case of a proposed announcement, statement or disclosure by Acquiror; provided, however, that either party may, without the prior consent of the other party (but after prior consultation with the other party to the extent practicable under the circumstances), issue or cause the publication of any press release or other public announcement to the extent required by applicable Legal Requirements or by the NASDAQ Rules.

3Publicity. None of the parties hereto nor any of their respective affiliates shall, without the other party’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed), publicize or use (a) the other party's name (including a brief description of the relationship among the parties hereto), logo or hyperlink to such other parties’ web site, separately or together, in written and oral presentations, advertising, promotional and marketing materials, client lists, public relations materials or on its web site (together, the “Publicity Materials”); (b) the names of officers of such other parties in the Publicity Materials; and (c) such other party’s name, trademarks, servicemarks in any news or press release concerning such party; provided however, notwithstanding anything to the contrary herein, no such consent shall be required to the extent necessary disclosure is required to comply with the requests of any regulators, legal requirements or laws applicable to such party (including requirements of the Commission, any stock exchange or NASDAQ) so long as such party provides prior notice to the other party to the extent reasonably practicable.

3Publicity. On and after the date hereof and through the Closing Date, the Company shall, and cause each of the Acquired Companies and their respective Affiliates to, consult with Parent before issuing any press release or making any public announcement relating to the subject matter of this Agreement, and the Company shall not, and shall not permit any of the Acquired Companies or their Affiliates to, issue any press release or make any public ​ ​ announcement relating to the subject matter of this Agreement without the prior written consent of Parent, provided, however, that no such approval shall be necessary to the extent disclosure may be required by applicable Law, in which case, Parent will have the right to review and comment on such press release or public announcement prior to publication. For the avoidance of doubt, discussions by senior management of the Company of subject matter that was previously publicly announced or otherwise mutually agreed in writing between Parent and the Company in press interviews shall not be deemed to violate this Section 6.3.

3Publicity. The Parties agree that no public release or announcement relating to the Transactions shall be issued or made by or on behalf of a Party or any of its Affiliates without the prior written consent of Buyer and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except that the Company and its Subsidiaries may make such announcements to the Current Employees. The Parties agree to keep the terms of this Agreement confidential, except to the extent required by applicable Law or for financial reporting purposes and except that the Parties may disclose such terms to their respective Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons keep the terms of this Agreement confidential as contemplated above). Notwithstanding the foregoing, each of Parent and Buyer may issue (a) any press release or public statement, announcement or disclosure regarding the Transactions to the extent required by applicable Law or any listing agreement with any national securities exchange if the Party making the release or statement, announcement or disclosure has used its reasonable best efforts to consult with the other party and to provide the other party with a meaningful opportunity to review and comment on such disclosure in advance, and has given due consideration to all reasonable additions, deletions or changes suggested thereto by the other Party, prior to issuing such release or statement, and (b) a press release or make a public statement, announcement or disclosure that does not disclose any material information that was not included within prior press releases issued or public statements, announcements or disclosures made in compliance with the first sentence of this Section 10.3 without any consultation or opportunity for review and comment.

3Publicity. Class Counsel and Plaintiff agree to discuss the terms of this Settlement only in declarations submitted to the Court to establish Class Counsel’s adequacy to serve as Class Counsel, in declarations submitted to the Court in support of the Motion for Preliminary Approval, the Motion for Final Approval, for Attorneys’ Fees, for Attorney’s Costs, and any other pleading filed with the Court in conjunction with the Settlement, and in discussions with Class Members in the context of administrating this Settlement until the Preliminary Approval Order is issued. Class Counsel and Plaintiff agree that they shall not publish any press releases or press statements regarding the Settlement, identify Defendant or Defense Counsel by name in any media including Class Counsel’s website, or have any communications with the press or media about the Action or the Settlement. Plaintiff, in response to inquiries, will state that that “the Action was resolved.” This provision will not impede Class Counsel’s ability to discharge fiduciary duties, including effectuating the terms of this Settlement.

3Publicity. Each Party hereto will not, and Seller and Purchaser will cause the Company not to, issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of Purchaser and Seller, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of Purchaser and Seller, disclosure is otherwise required by applicable Law or by the applicable rules of NYSE or SET; provided, that, to the extent permitted by applicable Law, the Party intending to make such release shall use its commercially reasonable efforts consistent with such applicable Law to consult with the other Party with respect to the timing and content thereof.

3Publicity. (a) Except as may be required by applicable Law, none of the Parties or their Affiliates shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, without prior written approval by each of the Parties. (b) If any public announcement is required by Law to be made by any Party, prior to making such announcement, such Party shall deliver a draft of such announcement to the other Parties and shall to the extent reasonably practicable give the other Parties reasonable opportunity to comment thereon (to the extent permitted by Law).

3Publicity. 5.3.1 No public announcement related to this Agreement or the transactions contemplated herein will be issued without the approval of Seller and Buyer, which approval shall not be unreasonably withheld, conditioned or delayed, except any public disclosure which either Seller or Buyer, in its good faith judgment, believes is required by applicable Law or by any stock exchange on which its securities or those of its Affiliates are listed. If either Party, in its good faith judgment, believes such disclosure is required, such Party shall use its commercially reasonable efforts to consult with the other Party and its Representatives, and to consider in good faith any revisions proposed by the other Party or its Representatives, as applicable, prior to making (or prior to any of its Affiliates making) such disclosure, and shall limit such disclosure to only that information which is legally required to be disclosed. Notwithstanding the foregoing, without the approval of the other Party, Buyer and Seller and their respective Affiliates may, following the Execution Date and subject to the other terms and conditions of this Agreement (including Section 5.4), (a) communicate with Competition Authorities regarding this Agreement and the Ancillary Agreements and the transactions contemplated hereby or thereby, (b) communicate with Governmental Authorities, make internal announcements to their respective Affiliates and their and their Affiliates’ respective employees (and Seller and its Affiliates may communicate with their customers, suppliers, distributors or other Persons engaged in the Product Business regarding this Agreement, the Ancillary Agreements and the transactions contemplated hereby or by the Ancillary Agreements, in a manner consistent with the terms of this Agreement, including in order to obtain consents of or from any such Person necessary or desirable to effect the consummation of the transactions contemplated hereby or by the Ancillary Agreements), and (c) make public announcements and engage in public communications regarding this Agreement, the Ancillary Agreements and the transactions contemplated hereby or by the Ancillary Agreements (in the case of this clause (c), to the extent such announcements or communications are consistent with a communications plan agreed upon by Seller and Buyer or the Parties’ prior public communications made in compliance with this Section 5.3). 5.3.2 If Buyer or any of its Affiliates, based on the advice of its cou...

3Publicity. Neither Party shall issue any press release with respect to this Agreement or its terms except with the prior written approval of the other Party.