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
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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 any Party without the joint approval of Parent and 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)Law, (b) that the Company in which case Parent 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 Representative shall have the right to comment on review such press release, announcement or communication prior to issuance, distribution or publication, (b) that any VH Company shall be permitted to make announcements from time to time to the respective employees, customers, suppliers and other business relations of the VH Companies and otherwise as the Company may reasonably determine is necessary to comply (or cause any other VH Company to comply) with applicable Law or the requirements of any Contract to which any VH Company is a party or is otherwise bound and (c) such release, announcement or communication as may be required by the rules and regulations of any national securities exchange or national securities quotation system. Notwithstanding anything herein to the contraryforegoing, 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 AgreementAgreement (other than transaction value and any other economic terms of the transactions contemplated herein) may be provided (i) by the VH Shareholder Parties in connection with fundraising, marketing, informational, transactional or reporting activities of investment funds managed or advised, directly or indirectly, by a VH Shareholder Party or any of its Affiliates, (ii) by the VH Shareholder Parties or Parent, as applicable, pursuant to any fiduciary or other duty owed under applicable Law or any Contract (including any organizational documents or partnership or similar agreements to which it is bound), and (iii) by Parent in satisfaction of its internal and statutory reporting requirements. Nothing contained herein shall limit or restrict the right of the Company, Parent, the Representative or any of their respective Affiliates in respect of any Action that may arise or be commenced between the Company, or any Securityholder, on the one hand, and Parent or any Affiliate thereof, on the other hand. Notwithstanding anything to the contrary in this Agreement (including in this Section 10.1), under no circumstances shall the Company, Parent or any of their controlled Affiliates or any of their respective representatives (including the Representative) issue any press release, public announcement or disclosure of any kind until the Stockholder Consent has been obtained and delivered to Parent.
Appears in 1 contract
Samples: Merger Agreement
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 party hereto without the prior written joint approval of the Parent orBuyer and Seller, prior to the Closing, by the Parent without the prior written approval of the Company, except (a) such release or announcement as may be unless required by applicable Law or stock exchange rules (subject to in 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 reasonable opinion of the Parent, as applicable, to comply) with applicable Law or (iicounsel) in the which 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 Buyer 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 Seller shall have the right to comment on review such press release, announcement or communication prior to its issuance, distribution or publication. Notwithstanding anything herein ; provided, however, that the foregoing shall not restrict or prohibit (i) the Company from making any announcement to its employees, customers, suppliers and other business relationships to the contraryextent the Company reasonably determines in good faith that such announcement is necessary or advisable, and (ii) Parent from issuing any Seller as press release or other public announcement relating to this Agreement or the transactions contemplated hereunder in any 8-K, 10-K or other filing under the Securities Act or rules thereunder, the Exchange Act or rules thereunder, or the rules and regulations of NYSE, in any analyst meetings and investor conference calls, or otherwise deemed necessary by Parent, in its sole discretion, in respect of the fact that it has publicly traded securities listed in a national securities exchange; provided that Parent shall provide Seller with the 8-K to be filed in connection with the execution of this Agreement no later than three (3) Business Days prior to the date hereof on which such 8-K is to be filed, and shall reasonably consider Seller’s comments to such 8-K regarding its description of the Company and Seller if such comments are provided to Parent no later than one (1) Business Day before such 8-K is to be filed. For the avoidance of doubt, the parties acknowledge and agree that is a private equity or venture capital firm CIVC Partners, L.P. and its Affiliates (except for the Company and its Subsidiary) may provide nonpublic general information about the subject matter of this AgreementAgreement in connection with CIVC Partners, L.P.’s or its Affiliates’ normal fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event shall Buyer or, after the Closing, the Company have any right to use CIVC Partners, L.P.’s 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 CIVC Partners, L.P.
Appears in 1 contract
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein herein, or, prior to the Merger Closing, any other announcement or communication to the employees, customers or suppliers of the Group Companies, shall be issued or made by the Representative, any Seller Party or the Company or their respective Affiliates any Affiliate thereof without the prior written joint approval of the Parent or, prior to and the Closing, by the Parent without the prior written approval of the CompanySeller Representative, except (a) such release or announcement as may be required by applicable Law Law, in which case the party required to issue or stock exchange rules make the release or announcement shall allow (subject or cause its Affiliate to allow) the proviso other party reasonable time to clause (ii) below)comment on such release or announcement in advance of such issuance or the making thereof, (b) that the Company and the Parent Group Companies shall each be permitted to make announcements from time to time to their the respective employees, customers, suppliers and other business relations (i) of the Group Companies and otherwise 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) Law; provided that, before making any such announcement, the Group Companies shall give the Parent a reasonable opportunity to review and comment on such announcement and consider in good faith any comments provided by 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 or any of their respective Affiliates in respect of any Action that may arise or be commenced between the Company (if prior to the Merger Closing), the Seller Representative or any SellerSecurityholder, on the one hand, and the ParentParent or any Affiliate thereof, 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, (i) any Seller as of the date hereof Common Stockholder that is a private equity or venture capital firm may provide nonpublic information about the subject matter of this AgreementAgreement in connection with customary fundraising, marketing, or reporting activities at any time and (ii) a Party or an Affiliate thereof may issue a press release or public announcement related to this Agreement or the transactions contemplated herein that does not disclose the material terms thereof (other than transaction value and the Parties) after the Effective Time without the consent of the other Party.
Appears in 1 contract
Samples: Transaction Agreement (Fortive Corp)
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 Representative 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 CompanyRepresentative, except (a) such release or announcement as may be required by applicable Law Law, in which case the party required to issue or stock exchange rules make the release or announcement shall use commercially reasonable efforts to allow (subject or cause its Affiliate to allow) the proviso other party reasonable time to clause (ii) below)comment on such release or announcement in advance of such issuance or the making thereof, (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 TransactionsLaw, (c) for such announcements or releases required to be made to comply with Section 11.03 10.03; (d) for an investor presentation, press release, Form 8-K, investor conference call, customer and vendor communications and such other communications as Parent determines are appropriate in connection with the announcement of the execution of this Agreement and (de) 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 SellerSecurityholder, 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, and the Company will consider in good faith any revisions proposed by the Parent to such press release, announcement or communication. Notwithstanding anything herein to the contrary, any Seller Securityholder as of the date hereof that is a private equity or venture capital firm may provide nonpublic information about the subject matter of this AgreementAgreement in connection with fundraising, marketing, informational, transactional or reporting activities at any time if and only if the recipient of such information is bound by a confidentiality obligation with respect to such information.
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