Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made without the joint approval of the Buyer and the Seller, unless required by law (in the reasonable opinion of legal counsel) in which case the Buyer and the Seller shall have the right to review such press release or announcement prior to publication.
Press Releases and Communications. The parties agree that (i) Buyer and the Company and/or Holdings shall each have the right to issue an initial press release with respect to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.
Press Releases and Communications. All parties shall be included when communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. Unless otherwise directed by the other parties, in all communications, each party shall make specific reference to all other parties.
Press Releases and Communications. The parties agree that the public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto or Affiliate thereof without the joint approval of Buyer and H&H Group; provided, however, that the provisions of this Section 11.01 shall not prohibit (i) any disclosure or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group or their respective Affiliates in order to comply with federal or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made or (ii) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller from making any announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers, suppliers and other business relationships to the extent Seller reasonably determines in good faith that such announcement is necessary or advisable.
Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement and will not issue, or cause the publication of, any public release or announcement concerning the Transactions without the prior written consent of both Purchaser and the Stockholders’ Representative (such consent shall not be unreasonably withheld, conditioned or delayed; provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms of the Transactions or any financial information of the other party). Notwithstanding the foregoing, (i) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law or the rules or regulations of any securities exchange (in which case, the party hereto required to make the release or announcement shall allow the other party hereto reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (ii) the foregoing shall not restrict or prohibit the Company and its Affiliates from making any announcement to the Acquired Companies’ employees, Franchisees, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iii) any party or any party’s Affiliates who is an investment fund may disclose the terms of the Transactions and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s business. Each party hereto shall be responsible for any breach of this Section 5.06 by one or more of its Affiliates.
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made without the joint approval of the Buyer and the Seller, unless required by Law (in the reasonable opinion of counsel) in which case the Buyer and the Seller shall have the right to review such press release or announcement prior to publication.
Press Releases and Communications. The initial press release announcing this Agreement, any ancillary agreements and the transactions contemplated herein shall be in substantially the form mutually agreed upon by the Purchaser, the Company and the Seller. No other press release, public announcement or public filing related to this Agreement or the transactions contemplated herein, or prior to the Closing any other announcement or communication to the employees, customers or suppliers of the Company or its Subsidiaries, shall be issued or made by any Party hereto without the joint approval of the Purchaser, the Company and the Seller (which approval shall not be unreasonably withheld, conditioned or delayed), unless required by Law or stock exchange rules; provided that (x) no Party shall be required to obtain approval or provide materials for review in respect of information that has previously been made public without breach of the obligations under this Section 8.06 and contained in the applicable press release, announcement, public filing or communication and (y) the Purchaser shall not be required to obtain approval or provide materials for review with respect to any matters referred to in, and made in compliance with, Section 7.02. In the event that any such additional press release, public announcement or public filing is required by or advisable under applicable Law or stock exchange rules, the Party obligated to make such press release, public announcement or public filing shall use its reasonable best efforts to provide the other Party with reasonable advance notice of such requirement and the content of the proposed press release, announcement or filing and a reasonable opportunity to review and comment on such release, announcement or filing and consider in good faith any comments with respect thereto. The Parties understand and agree that the Purchaser intends to publicly disclose the existence and terms of this Agreement and the transactions contemplated hereby subsequent to the execution of this Agreement.
Press Releases and Communications. No press release or public announcement related to this Agreement (including any of the terms of this Agreement) or the transactions contemplated hereby (including any press release or other public announcement disclosing the transaction consideration (or any other amounts related thereto)) shall be issued or made without the approval of each of the Parties, unless required by Law or stock exchange rules or regulations, in which case the other Parties shall have the right to review and comment on such press release or announcement prior to publication.
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by the Representative, any Seller or the Company or their respective Affiliates without the prior written approval of the Parent or, prior to the Closing, by the Parent without the prior written approval of the Company, except (a) such release or announcement as may be required by applicable Law or stock exchange rules (subject to the proviso to clause (ii) below), (b) that the Company and the Parent shall each be permitted to make announcements from time to time to their respective employees, customers, suppliers and other business relations (i) as the Company or the Parent may reasonably determine is necessary to comply (or cause any other Group Company or Subsidiary of the Parent, as applicable, to comply) with applicable Law or (ii) in the case of Parent, that is not inconsistent with any release or announcement previously made by the Company or the Parent in accordance with this Agreement as of the time of such release or announcement and does not disclose any material nonpublic information regarding the Company or the Transactions, (c) for such announcements or releases required to be made to comply with Section 11.03 and (d) that nothing contained herein shall limit or restrict the right of the Company, its Affiliates or the Parent in respect of any Action that may arise or be commenced between the Company or any Seller, on the one hand, and the Parent, on the other hand; provided, that in the case of clauses (a) through (c) and clause (ii) below, the Parent shall have the right to comment on such press release, announcement or communication prior to issuance, distribution or publication. Notwithstanding anything herein to the contrary, any Seller as of the date hereof that is a private equity or venture capital firm may provide nonpublic information about the subject matter of this Agreement
Press Releases and Communications. Following the Closing, Buyer may issue a press release or public announcement regarding this Agreement or the transactions contemplated herein; provided, that any such press release or public announcement shall not describe, include or otherwise refer to the economic terms of the transactions contemplated by this Agreement.
