Press Release; Public Statements. Subject to Section 8.4, 7.6 and this Section 8.7, Prothena agrees not to (and shall cause its Affiliates not to) issue any press release or other public statement disclosing this Agreement, the activities hereunder, or the transactions contemplated hereby, unless such press release or other public statement is approved by Celgene in writing; provided that Prothena shall be authorized to make any disclosure, without the approval of Celgene, that is required by Applicable Laws (including the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended) or the rules of any Securities Regulator, or by judicial process, subject to and in accordance with Sections 8.4 and 7.6, as applicable. Without limiting the foregoing, and subject to the foregoing proviso, in the event that Prothena desires to issue an initial press release regarding the execution of this Agreement, Prothena shall have the right to do so provided that (i) [***] and (ii) [***]. For the avoidance of doubt, [***].
Press Release; Public Statements. 3.1 Western and MGU agree that within one business day of the date of this Agreement, MGU will issue a press release (“Announcement”) announcing the determination of the Board to commence the Tenders, subject to the other conditions set forth herein, in substantially the form attached as Exhibit A hereto. The Parties acknowledge and agree that this Agreement will be filed as an exhibit to an amendment to the Schedule 13D, as amended, relating to MGU filed by Western.
Press Release; Public Statements. 5.1 Bulldog acknowledges and agrees that immediately following the execution of this Agreement RIT may issue a press release announcing its intention to convert to an open-end investment company subject to certain approvals and other conditions, and regarding the terms of this Agreement in substantially the form attached as Schedule I hereto. Bulldog further agrees that prior to the release of any press release relating to the Conversion issued by Bulldog during the Effective Period (the “Bulldog Press Release”), Bulldog shall deliver a copy thereof to RIT and Bulldog will not publically release the Bulldog Press Release without the written consent of RIT (which consent shall not be unreasonably withheld).
5.2 Each of RIT and Bulldog agrees that any communication or disclosure relating to the other party or any of the transactions contemplated hereby will not disparage any other party hereto or this Agreement.
Press Release; Public Statements. 5.1 XXX and MNP covenant and agree that within one day of the date of this Agreement:
(a) MNP will issue a press release announcing the preliminary determination of the Board of Directors to recommend the Merger to shareholders and its intention to commence the Tenders, subject to the settlement of the Litigation and the other conditions set forth herein, and announcing the other material terms of this Agreement in substantially the form attached as Exhibit C hereto.
(b) XXX will issue a press release announcing the material terms of this Agreement in substantially the form attached as Exhibit D hereto.
5.2 During the Effective Period, each of XXX and MNP agrees that it will not, and will cause its respective Affiliates not to, directly or indirectly, make any public statement, disclosure or publication (including any comments made off-the record or not-for-attribution to any news organizations or other members of the press), or any registration or filing with any Governmental Entity relating to the other Party, or any of the transactions contemplated hereby; provided, however, that the foregoing will not preclude (a) communications or disclosures required of a Party hereto by law or any Governmental Entity or requested by any Governmental Entity with appropriate jurisdiction, or (b) the delivery by any Party hereto of a copy of the press releases referred to in Section 5.1 of this Agreement to any person. Notwithstanding the provisions of this Section 5.2, nothing in this Agreement shall prevent MNP from sending communications to shareholders regarding the Tenders, the Merger and the approval of the Management Agreement.
Press Release; Public Statements. 4.1 Western and SCD agree that within one business day of the date of this Agreement, SCD will issue a press release announcing the determination of the Board to commence the Tenders, subject to the other conditions set forth herein, in substantially the form attached as Exhibit A hereto. The Parties acknowledge and agree that this Agreement will be filed as an exhibit to an amendment to the Scheduled 13D, as amended, relating to SCD filed by Western.
Press Release; Public Statements. 6.1 XXX and IMF covenant and agree that within one day of the date of this Agreement:
(a) IMF will issue a press release announcing its intention to commence the Tenders, subject to shareholder approval of the Management Agreement and the other conditions set forth herein and regarding the terms of this Agreement in substantially the form attached as Exhibit A hereto.
(b) XXX will issue a press release supporting the election of the two directors nominated by the Board of IMF at the Annual Meeting and approval of the Management Agreement at the Special Meeting, recommending that shareholders vote in favor of election of the directors and the approval of the Management Agreement, indicating that XXX is terminating the Shareholder Proxy Solicitation and will not vote any proxies that it may have received relating to the Shareholder Proxy Solicitation and regarding the terms of this Agreement in substantially the form attached as Exhibit B hereto.
6.2 IMF may include in any solicitation material relating to the Management Proxy Solicitation any statement by XXX appearing in the press release issued by XXX under Section 6.1.
6.3 During the Effective Period, each of XXX and IMF agrees that it will not, and will cause its respective Affiliates not to, directly or indirectly, make any public statement, disclosure or publication (including any comments made off-the record or not-for-attribution to any news organizations or other members of the press), or any registration or filing with any Governmental Entity relating to the other party or any of the transactions contemplated hereby; provided, however, that the foregoing will not preclude (a) communications or disclosures required of a party hereto by law or any Governmental Entity or requested by any Governmental Entity with appropriate jurisdiction, or (b) the delivery by any party hereto of a copy of the press releases referred to in Section 6.1 or this Agreement to any person. Notwithstanding the provisions of this Section 6.3, nothing in this Agreement shall prevent IMF from soliciting IMF shareholders with respect to the Management Proxy Solicitation or the Management Special Proxy Solicitation.
Press Release; Public Statements. 5.1 The Parties acknowledge and agree that immediately following the execution of this Agreement, the Funds will issue a press release announcing the Boards’ approval of the Merger and the Tender Offer, and describing the terms of this Agreement, in substantially the form attached as Appendix A hereto. Karpus further agrees that prior to the release of any press release relating to the Merger, the Tender Offer or this Agreement issued by Karpus during the Effective Period (the “Karpus Press Release”), Karpus shall deliver a copy thereof to the Funds and Karpus will not publically release the Karpus Press Release without the written consent of the President of the Funds (which consent shall not be unreasonably withheld, delayed or conditioned). The Parties acknowledge that Karpus is required to file a copy of this Agreement with the Karpus 13D to be filed with the SEC promptly following the date of this Agreement, and following such filing this Agreement shall no longer be confidential.
5.2 Each of MSP, MCN, Madison, Xxxxxxx and Karpus agrees that any communication or disclosure relating to the other Party or any of the transactions contemplated hereby will not disparage any other Party hereto. The foregoing shall not apply to any compelled testimony or production of information, either by legal process or subpoena or in connection with a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.
Press Release; Public Statements. The Parties acknowledge and agree that the Company will issue a press release following the execution of this Agreement by the Parties. The portion of such press release which contains any reference to the Employee shall be in the form attached as Exhibit A hereto, or in such other form as the Parties may agree, which agreement may not be unreasonably withheld or delayed. The Company will give the Employee a copy of the entire press release, and the Employee will be given a reasonable opportunity to comment on it prior to its release; provided that the Company may accept or reject any such comments in its sole discretion. Except as provided in Section 6.B., the Parties agree that any subsequent statements or filings made in respect of the Employee's employment with the Company, the termination of his employment or this Agreement by the Employee, the Company and any other member of the Company Group shall be consistent with such press release. The Company shall advise each director and executive officer of the Company and each other member of the Company Group in writing of the substance of this Section 10, shall provide a copy of the press release to each of them and shall take reasonable measures to cause each of them to comply with the requirements of the prior sentence.
Press Release; Public Statements. The parties may issue a press release or otherwise publicly state only that the Action has been resolved to the mutual satisfaction of the parties without specifying the terms of this Agreement. Except as to the foregoing, the parties shall keep the terms of this Agreement confidential and shall not disclose any of such terms to any person, corporation or entity, except: (a) on express prior written permission from counsel for all parties to this Agreement; (b) in connection with the necessary implementation or enforcement of this Agreement; (c) as required by any legal process, court order, rule or regulation of any government agency, including the Securities Exchange Commission; (d) by letters to shareholders; (e) as required in connection with any audit performed in the normal course of business; (f) to submit the terms of the settlement to its banks, bondholders or financial advisers; or (g) to provide a summary, as reasonably agreed upon by Kodak, to be submitted by Anacomp with its Disclosure Statement, or furnished to any court having jurisdiction over any reorganization proceeding for Anacomp, if any. Moreover, this Agreement and all communications relating thereto are subject to Federal Rule of Evidence 408.
Press Release; Public Statements. Promptly following the execution of this Release by the Company and Employee, the Company will issue a press release in the form attached as Exhibit B hereto, or in such other form as the Company and Employee may agree. Except as provided in Section 6(a) of this Release, the Employee, on the one hand, and Company and Datatec, on the other hand, agree that any subsequent public statements or filings made in respect of the Employee's employment with the Company, the termination of his employment or this Release shall be consistent with such press release, except as facts unknown or developing subsequent to the date hereof may require. From the Agreement Date until the Termination Date, the Employee shall be given an opportunity to review in advance any public disclosures or statements, including, but not limited to, press releases, made by the Company or Datatec or each of their respective officers and directors regarding Employee's employment with the Company or the termination of such employment.
