Press Release; Communications. Promptly following the execution of this Agreement, the Company and Sxxxxxx Value shall jointly issue a mutually agreeable press release (the “Press Release”) announcing certain terms of this Agreement in the form attached hereto as Exhibit A. Prior to the issuance of the Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee thereof) nor Sxxxxxx Value shall issue any press release or make any public announcement regarding this Agreement or the matters contemplated hereby without the prior written consent of the other Party. During the Standstill Period, neither the Company nor Sxxxxxx Value shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement. Sxxxxxx Value acknowledges and agrees that the Company may file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report on Form 8-K and other filings with the SEC. Sxxxxxx Value shall be given a reasonable opportunity to review and comment on any Current Report on Form 8-K or other filing with the SEC made by the Company with respect to this Agreement, and the Company shall give reasonable consideration to any comments of Sxxxxxx Value. The Company acknowledges and agrees that Sxxxxxx Value may file this Agreement as an exhibit to its Schedule 13D with the SEC. The Company shall be given a reasonable opportunity to review and comment on such Schedule 13D filing made by Sxxxxxx Value with respect to this Agreement, and Sxxxxxx Value shall give reasonable consideration to any comments of the Company.
Press Release; Communications. No later than two Business Days following the execution of this Agreement, the Company shall issue a mutually agreeable press release (the “Press Release”) announcing certain terms of this Agreement. Neither the Company nor the Engaged Group shall make or cause to be made, and the Company and the Engaged Group shall cause their respective Affiliates and Associates not to make or cause to be made, any public announcement or statement with respect to the subject matter of this Agreement that is contrary to the statements made in the Press Release or the terms of this Agreement, except as required by law or the rules of any stock exchange or with the prior written consent of the other Party. The Engaged Group acknowledges and agrees that the Company may file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report on Form 8-K and other filings with the SEC. The Engaged Group shall be given a reasonable opportunity to review and comment on any Current Report on Form 8-K or other filing with the SEC made by the Company with respect to this Agreement, and the Company shall give reasonable consideration to any comments of the Engaged Group. The Company acknowledges and agrees that the Engaged Group may file this Agreement as an exhibit to its Schedule 13D with the SEC. The Company shall be given a reasonable opportunity to review and comment on such Schedule 13D filing made by the Engaged Group with respect to this Agreement, and the Engaged Group shall give reasonable consideration to any comments of the Company.
Press Release; Communications. None of the parties hereto shall issue a press release or other publicity announcing the sale of the Purchased Assets or any other aspect of the transactions contemplated hereby without the prior written approval of the other party, unless such disclosure is required by applicable law or unless such disclosure is made by the Buyer or its affiliates following the Closing. The Seller and the Stockholder acknowledge that the Buyer may be required by federal securities laws to disclose the material terms of this Agreement through the filing with the SEC of a Current Report on Form 8-K and that the Buyer may attach a copy of this Agreement as an exhibit to such Current Report or as an exhibit to the Buyer’s next Quarterly Report on Form 10-Q. The parties agree to work together to develop a communication and client positioning strategy to ensure maximum retention of clients of the Business. The Stockholder will communicate this transaction as a win-win strategic alliance that is beneficial for all parties including customers, when communicating with all external stakeholders.
Press Release; Communications. Promptly following the execution of this Agreement, the Company shall issue a mutually agreeable press release in the form attached hereto as Exhibit C (the “Press Release”) announcing certain terms of this Agreement. Neither the Company nor the H Partners Group shall make or cause to be made, and the Company and the H Partners Group will cause their respective Affiliates not to make or cause to be made, any public announcement or statement with respect to the subject matter of this Agreement that is contrary to the statements made in the Press Release or the terms of this Agreement, except as required by law or the rules of any stock exchange or with the prior written consent of the other Party. The Company acknowledges that the H Partners Group may file this Agreement as an exhibit to its Schedule 13D. The Company shall be given a reasonable opportunity to review and comment on any Schedule 13D filing made by the H Partners Group with respect to this Agreement, and the H Partners Group shall give reasonable consideration to any comments of the Company. The H Partners Group acknowledges and agrees that the Company may file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report on Form 8-K and other filings with the SEC. The H Partners Group shall be given a reasonable opportunity to review and comment on any Current Report on Form 8-K or other filing with the SEC made by the Company with respect to this Agreement, and the Company shall give reasonable consideration to any comments of the H Partners Group.
Press Release; Communications. Promptly following the execution of this Agreement, the Company shall issue a mutually agreeable press release, in substantially the form attached hereto as Annex A (the “Mutual Press Release”), announcing certain terms of this Agreement. In connection with the execution of this Agreement, and subject to the terms of this Agreement, no Party (including the Company’s Board and any committee thereof) shall issue any other press release or public statement regarding this Agreement or the matters contemplated hereby without the prior written consents of the other Parties, other than a Form 8-K and proxy materials for the 2021 Annual Meeting to be filed by the Company and an amendment to the Schedule 13D filed by the Alden Funds or their Affiliates relating to the Company to be filed by the Alden Funds or their Affiliates, provided, that the Company may make any ordinary course communications with Company constituencies, including employees, customers, suppliers, investors and stockholders, and SEC filing disclosures consistent with, and containing no material information not contained in, the Mutual Press Release, Form 8-K and Schedule 13D (including amendments thereto). During the Cooperation Period, no Party shall make any public announcement or statement that is inconsistent with or contrary to the statements made in the Mutual Press Release, except as required by law or the rules and regulations of any stock exchange or governmental entity with the prior written consent of the Alden Funds and the Company, as applicable, and otherwise in accordance with this Agreement. The Company, with respect to its Form 8-K, and the Alden Funds, with respect to the amendment to the Schedule 13D, will provide the other Party, prior to each such filing, a reasonable opportunity to review and comment on such documents, and each such Party will consider any comments from the other Party in good faith.
Press Release; Communications. Each of the parties hereto shall keep confidential and not disclose to any other Person, other than their respective Affiliates, representatives and advisors, the contents of this Agreement. The obligations of the parties under this Section 4.6 shall not apply to information that is required to be disclosed by any applicable Law or in connection with necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents with any governmental authorities or that is publicly available other than as a result of any breach by any of the parties of this Section 4.6. Any general notices, releases, statements or communications to the general public or the press relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby shall be made by NewCo or any Investor (and NewCo and any Investor shall consent to the issuance of any such release) only at such times and in such manner as may be mutually agreed upon by each of the Investors; provided, that any Investor shall be entitled to issue such press releases and to make such public statements as such Investor determines in good faith is required by applicable Law, in which case any other Investor shall be advised thereof and such Investor together with the other Investors shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued and; provided, further any Investor shall be entitled to disclose the existence of this Agreement and the Merger Agreement and any of the terms and conditions hereof and thereof and the transactions contemplated hereby and thereby and any key financial information relating thereto on a confidential basis to existing and prospective investors of such Investor. Once and solely to the extent such information has been made available to the general public in accordance with this Agreement, this Section 4.6 shall no longer apply to such information.
Press Release; Communications. Promptly following the execution of this Agreement, Liquidia shall issue a mutually agreeable press release in the form attached hereto as Exhibit A (the “Press Release”) announcing certain terms of this Agreement and the material terms of the Merger Agreement and the other transactions contemplated hereby and thereby. Neither Liquidia nor the New Company Investor shall make or cause to be made, and Liquidia and the New Company Investor will cause their respective Affiliates not to make or cause to be made, any public announcement or statement with respect to the subject matter of this Agreement that is contrary to the statements made in the Press Release or the terms of this Agreement, except as required by law or the rules of any stock exchange or with the prior written consent of the other Party. The New Company Investor acknowledges and agrees that Liquidia and the Company may file this Agreement and file or furnish the Press Release with the SEC as exhibits to a Current Report on Form 8-K and other filings with the SEC. The New Company Investor shall be given a reasonable opportunity to review and comment on such Current Report on Form 8-K or other filing with the SEC to be made by Liquidia or the Company with respect to this Agreement, and Liquidia or the Company shall give reasonable consideration to any comments of the New Company Investor.
Press Release; Communications. Any general notices, releases, statements or communications to the general public or the press relating to this Agreement or the transactions contemplated hereby and the Merger Agreement shall be made only at such times and in such manner as may be mutually agreed upon by the ML Investor and the Rollover Investors, except with respect to any such notices, releases, statements or communications required by applicable law (as to which the parties shall reasonably consult).
Press Release; Communications. Any general notices, releases, statements or communications to the general public or the press relating to this Agreement or the transactions contemplated hereby and the Purchase Agreement shall be made only at such times and in such manner as may be agreed upon by the Lead Investors. Each of the Investors agrees not to disclose, directly or indirectly, the existence of this Agreement or the Term Sheet or any of the terms or substance hereof or thereof, or any other non-public information concerning any other Investor or any of its affiliates (other than Acquisition Entities) obtained in the course of discussions regarding the Transaction; provided that such information may be disclosed (i) to The Hartford and its advisors, counsel and other representatives, (ii) to an Investor’s advisors, counsel, directors, investors, potential investors and employees (and including advisors and counsel jointly retained by the Investors), in each case who need to know such information for the purpose of evaluating this Agreement, the Term Sheet and the Transaction, (iii) to the extent the Lead Investors consent, (iv) to the extent required by a subpoena of a court of competent jurisdiction or by governmental or administrative action (provided that the other Investors are notified of the receipt of such subpoena or notice of such governmental or administrative action prior to any disclosure unless prohibited by the terms thereof or applicable law) or to satisfy any applicable securities law or regulation or the applicable requirements of any securities exchange or other governmental or regulatory agency, (v) pursuant to a routine audit or regulatory examination (including, without limitation, by regulatory or self-regulatory bodies), which, for the avoidance of doubt, shall not require notice to the other Investors as contemplated by the preceding clause (iv), and (vi) to the extent such information is or becomes generally available to the public other than as a result of a disclosure by an Investor or any of its subsidiaries, affiliates or agents in violation of the restrictions set forth in this Section.
Press Release; Communications. Any general notices, releases, statements or communications to the general public or the press relating to this Agreement or the transactions contemplated hereby and the Purchase Agreement shall be made only at such times and in such manner as may be mutually agreed upon by the Investors; provided, that the Parties hereto shall be entitled to issue such press releases and to make such public statements as are required by applicable Law, the applicable rules of any national securities exchange or if required in connection with any required filing or notice with any Governmental Authority relating to the transactions contemplated by the Purchase Agreement without the mutual agreement of the Investors, in which case the Investors shall be advised thereof and the Parties shall use their reasonable best efforts to cause a mutually agreeable release or announcement to be issued (provided, that nothing herein shall prevent a Party from making a required disclosure within the timeframe required by such applicable Laws, rules or requirements of Governmental Authorities). Once information has been made available to the general public in accordance with this Agreement, this Section 6.8 shall no longer apply to such information.
