Press Releases and Disclosures Sample Clauses

Press Releases and Disclosures. Purchaser Parent will file with the Securities and Exchange Commission a current report on Form 8-K, as required under the Exchange Act, and may file a Form D, pursuant to the rules of Regulation D under the Securities Act, that discloses this Agreement. Neither Seller, the Companies nor Purchaser, nor an Affiliate of any of them, shall make any press release or other public announcement or disclosure regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall not restrict disclosures to the extent (a) necessary for a Party to perform this Agreement (including disclosure to (i) a Governmental Authority or in respect of any Proceeding or legal proceeding or subpoena, (ii) any third Persons holding preferential rights to purchase any of the Acquired Membership Interests or the Company Assets, rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents, (iii) Ridgewood Energy Corporation or its Affiliates (collectively, “Ridgewood”) by Seller or the Companies, and (iv) any of such Person’s representatives and advisors), (b) required (upon advice of counsel) by applicable securities or other applicable Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (c) such Party has given the other Parties a reasonable opportunity to review such disclosure prior to its release and no objection is raised, (d) following the filing of the Agreement by Purchaser Parent as contemplated by the first sentence of this Section 5.1, either Party may discuss the information contained in such filing, including the terms of the Purchase Agreement contained in such filing, without the consent of the other Parties, and (e) notwithstanding the foregoing, Riverstone and its Affiliates shall be entitled to disclose information deemed confidential under this Agreement, as well as Confidential Information (as defined in the Confidentiality Agreement) to investors and limited partners, and to prospective investors or other Persons as part of fundraising or marketing activities undertaken by Riverstone or any of its Affiliates; p...
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Press Releases and Disclosures. Neither Party will submit for written or oral publication any document, data, or other information generated and provided by the other Party during the Term without first obtaining the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, especially as it relates to releases required for local fiscal reporting laws, filing regulations or stock rules relating to the Party or any Affiliate of the Party. The contributions of each Party will be noted in all publications, presentations, and press releases.
Sample 1Sample 2Sample 3
Press Releases and Disclosures. The parties agree that neither the Paxsxx Xxxties, on the one hand, nor the Discovery Parties, on the other, nor their respective affiliates, will issue or cause publication of any press release or other announcement or public communication with respect to this Agreement or the transactions contemplated hereby or otherwise disclose this Agreement or the transactions contemplated hereby to any third party (other than their respective attorneys, advisors, financing sources and accountants) without the written consent of the other party hereto, which consent will not be unreasonably withheld; provided that nothing herein will prohibit any party from issuing or causing publication of any press release, announcement or public communication solely to the extent that such party deems such action to be required by law or pursuant to the applicable rules of a stock exchange; provided further that, except with respect to filings with the Securities and Exchange Commission, such party will, whenever practicable, consult with the other party concerning the timing and content of such press release, announcement or communication before the same is issued or published; provided further that, for informational purposes only, the parties will use reasonable best efforts to provide to the other party prior to such filing the first disclosure to be filed with the Securities and Exchange Commission regarding the transactions contemplated hereby, and will use reasonable efforts to file this Agreement on a confidential basis.
Sample 1
Press Releases and Disclosures. Each Party will not issue any press release or other disclosure of this LOI without approval by the other Party. The disclosure issue is covered by a separate Non-Disclosure Agreement signed between the Parties.
Sample 1
Press Releases and Disclosures. The Company, Existing Member and New Member shall not issue any press releases with respect to the Company’s business or with respect to their relationship to each other without the prior written consent of the Company, Existing Member and New Member. No party hereto will make any public disclosure concerning the matters set forth in this Agreement without the prior written consent of the other parties except as may otherwise be required by applicable law. Without limiting the foregoing, the Company and Existing Member acknowledge and agree that New Member may be required to disclose the Transaction in its filings with the SEC and may need to file a copy of this Agreement as an exhibit to such filings.
Sample 1
Press Releases and Disclosures. Notwithstanding Section 12.3 (Confidential Treatment of Terms and Conditions), the Parties will each issue a press release to announce the execution of this Agreement, each of which is attached hereto as the Press Releases Schedule and is for use in responding to inquiries about this Agreement. Thereafter, KKC and Amgen may each disclose to Third Parties (including media interviews and disclosures to financial analysts) the information contained in such press release (but only such information) without the need for further approval by the other; provided that such information is still accurate. Each Party will have the right to issue additional press releases and disclosures regarding the terms of this Agreement only with the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed (or as required to comply with Applicable Law). For any such proposed press release or disclosure, the disclosing Party will provide [***] Business Days’ notice to the other Party and will reasonably consider the other Party’s comments that are provided within [***] Business Days after such notice, or such shorter notice and comment periods as are reasonably required under the circumstances or by Applicable Law but not less than [***] Business Days. The disclosing Party shall provide the finalized press release or material to be disclosed to the other Party prior to such publication of the press release or such disclosure.
Sample 1

Related to Press Releases and Disclosures

  • Press Releases and Disclosure The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

  • Publicity and Disclosures No press releases or public disclosure, either written or oral, of the transactions contemplated by this Agreement, shall be made by a party to this Agreement without the prior knowledge and written consent of Buyer and the Company.

  • Public Statements and Disclosure The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one hand, and Parent and Merger Sub and their respective Representatives, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication.

  • UPDATING AND DISCLOSING FINANCIAL INFORMATION You will provide facts

  • Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.

  • Confidentiality and Disclosure 35.1.1 The Initial ACF Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Initial ACF Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by Clauses 35.1.2, 35.1.3 and 34.1.4. 35.1.2 The Initial ACF Agent may disclose: (i) any Funding Rate (but not any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 12.4 (Notification of rates of interest); and (ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Borrower Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Initial ACF Agent and the relevant Lender or Base Reference Bank, as the case may be. 35.1.3 The Initial ACF Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to: (i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this Clause 35.1.3(i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation is otherwise bound by requirements of confidentiality in relation to it; (ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price- sensitive information except that there shall be no requirement to so inform if, in the opinion of the Initial ACF Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; (iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Initial ACF Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and (iv) any person with the consent of the relevant Lender or Base Reference Bank, as the case may be. 35.1.4 The Initial ACF Agent's obligations in this Clause 35 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 12.4 (Notification of rates of interest) provided that (other than pursuant to Clause 35.1.2(ii)) the Initial ACF Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

  • Permitted Uses and Disclosures i. Business Associate shall use and disclose PHI only to accomplish Business Associate’s obligations under the Contract. i. To the extent Business Associate carries out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all requirements of Subpart E that apply to Covered Entity in the performance of such obligation. ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business Associate, provided, that the disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that: A. the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Business Associate originally disclosed the information to that person, and; B. the person notifies Business Associate of any Breach involving PHI of which it is aware. iii. Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Business Associate may de-identify any or all PHI created or received by Business Associate under this Agreement, provided the de-identification conforms to the requirements of the HIPAA Rules.

  • Fund Disclosure Documents The Adviser has reviewed and will in the future review, the Registration Statement, and any amendments or supplements thereto, the annual or semi-annual reports to shareholders, other reports filed with the Commission and any marketing material of a Fund (collectively the “Disclosure Documents”) and represents and warrants that with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund or information relating directly or indirectly to the Adviser, such Disclosure Documents contain or will contain, as of the date thereof, no untrue statement of any material fact and does not omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.

  • Press Releases and Announcements No Party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing Party shall use reasonable efforts to advise the other Parties and provide them with a copy of the proposed disclosure prior to making the disclosure).

  • Press Releases and Public Announcements No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!