Communications Prior to Closing Sample Clauses

Communications Prior to Closing. Prior to the Applicable Time and the Closing Date, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative, unless in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication is required by law or applicable stock exchange rules.
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Communications Prior to Closing. Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference without the prior written consent of the Placement Agent.
Communications Prior to Closing. Prior to the Applicable Time and any Closing Date or Option Closing Date, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative, not to be unreasonably withheld, conditioned or delayed, unless in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication is required by law or applicable stock exchange rules.
Communications Prior to Closing. Prior to the Time of Purchase and any Additional Time of Purchase, not to issue any press release or other communication directly or indirectly or hold any press conference without the prior consent of the Underwriter, which consent shall not be unreasonably withheld, delayed or conditioned.
Communications Prior to Closing. During the Pre-Closing Period, Buyer and Xxxxx’s Representatives may not contact or communicate with any Representative, lender, customer, supplier or service provider of any Acquired Company or any equity holder of Seller (in each case, other than (a) the Sponsor Holders, those Persons set forth on Schedule 3.20 of Seller Disclosure Schedules, Xxxx Xxxxxxxx, Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxx and their -57 designees, (b) pursuant to Section 5.4 or (c) in the event such Persons first initiate contact or communication with Buyer and its Representatives) regarding the transactions contemplated hereby without the prior written approval of Seller (not to be unreasonably withheld, conditioned or delayed).
Communications Prior to Closing. During the Pre-Closing Period, the Buyer and the Buyer’s Representatives may not contact or communicate with any Representative (other than Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxxx) lender, customer, service provider or supplier of any Acquired Company in connection with the transactions contemplated hereby without the prior written approval of Seller, it being understood that, subject to applicable Law, Seller shall reasonably cooperate with Buyer in good faith with respect to potential joint discussions with customers, service providers or suppliers in respect of the announcement of the transactions contemplated by this Agreement and the potential implications thereof.
Communications Prior to Closing. Prior to the Closing, Buyer and Buyer’s Representatives may only contact and communicate with the employees, lenders, customers, service providers and suppliers of any Acquired Company in connection with the transactions contemplated hereby after prior consultation with and written (including by email) approval of Seller.
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Communications Prior to Closing. Prior to the Closing, Parent and Parent’s Representatives may only contact and communicate with the employees, lenders, customers, service providers and suppliers of any Acquired Company in connection with the Transactions after prior consultation with, and written approval of, the Company.
Communications Prior to Closing. Prior to the Time of Purchase and any Additional Time of Purchase, the Company or the Selling Stockholders will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Purchaser is notified), without the prior written consent of the Purchaser, unless in the judgment of the Company and its counsel, and after notification to the Purchaser, such press release or communication is required by law or applicable stock exchange rules.

Related to Communications Prior to Closing

  • Prior to Closing Seller shall have caused the Acquired Company to effectuate a reduction in force to terminate the employment of the Terminated Employees (the "RIF"). Prior to the Closing, Seller shall have caused the Acquired Company to comply with all Laws applicable to the Acquired Company and related to the RIF, including but not limited to COBRA and the WARN Act. Seller shall assume all Liabilities associated with the RIF pursuant to the Assignment and Assumption Agreement (to the extent such Liabilities have not already been paid and/or discharged prior to Closing). 7.2.2 Xxxxx agrees to offer continued employment at Closing to all employees of the Acquired Company other than the Terminated Employees. Xxxxx agrees that it will not and will cause the Acquired Company not to terminate or materially alter the employment of any employee or service provider of the Acquired Company for ninety (90) days following the date on which the RIF is effectuated to the extent that such termination would constitute a covered "employment loss" under the WARN Act. Notwithstanding the foregoing, this Section 7.2.2 shall not prohibit the Acquired Company from terminating an Acquired Company Employee due to such employee's misconduct or violation of any Law. 7.3 Post-Closing Publicity. Following the Closing, no party shall make any public disclosure or comment regarding the specific terms of this Agreement (including any reference to Purchase Price) or the transactions contemplated herein without the prior approval of Buyer or Seller, as the case may be, which approval shall not be unreasonably withheld, conditioned or delayed, except as may be required by Law or by any Governmental Authority or the rules of any stock exchange or trading system or reasonably necessary to enforce any rights under this Agreement. Notwithstanding the foregoing, (i) each party hereto shall be entitled to disclose or comment to any Person that a transaction has been consummated, and (ii) nothing herein shall preclude communications or disclosures necessary to implement the provisions of this Agreement, and Buyer, Seller and their respective Affiliates may make such disclosures as each may consider necessary in order to satisfy their legal or contractual obligations to their lenders, equityholders, investors or other interested parties, or for general marketing purposes, without the prior written consent of Seller or Buyer, as the case may be. 7.4

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

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