Public Announcement and SEC Filing. (i) No later than the next business day following the execution of this Agreement, the Company shall issue the press release in the form attached hereto as Exhibit B (the “Press Release”), and (ii) file promptly thereafter a Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. The Xxxxxxxxxxx Group shall promptly file an amendment to its Schedule 13D with respect to the Company filed by the Xxxxxxxxxxx Group with the SEC on February 6, 2014, reporting the entry into this Agreement, amending applicable items to conform to its obligations hereunder, consistent with the Press Release and appending or incorporating by reference this Agreement as an exhibit thereto.
(b) Prior to the issuance of the Press Release, none of the Company, the Xxxxxxxxxxx Group or any Controlled Xxxxxxxxxxx Affiliate shall issue any press release or public announcement regarding this Agreement without the prior written consent of the other party. During the Covered Period, neither the Company nor the Xxxxxxxxxxx Group or any of their respective affiliates (including, for the avoidance of doubt, the Controlled Xxxxxxxxxxx Affiliates) or representatives shall make any public statement, disclosure or announcement with respect to this Agreement or the actions contemplated hereby that is inconsistent with the Press Release, except as required by applicable law or pursuant to the rules of any stock exchange or with the prior written consent of the other party.
(c) Each of the Company, the Members of the Xxxxxxxxxxx Group, and the Xxxxxxxxxxx Designees covenants and agrees that neither it nor any of its respective subsidiaries, affiliates (including, for the avoidance of doubt, the Controlled Xxxxxxxxxxx Affiliates), successors, assigns, officers, key employees or directors shall in any way disparage (or cause to be disparaged), attempt to discredit, make derogatory statements with respect to, or otherwise call into disrepute, the other parties to this Agreement or such other parties’ subsidiaries, affiliates, successors, assigns, officers (including any current, future or former officer of a party or a parties’ subsidiaries), directors (including any current, future or former director of a party or a parties’ subsidiaries), employees, agents, attorneys or representatives, or any of their practices, procedures, business operations, products or services, in any manner. The restrictions in this Section 6(c) shall not ap...
Public Announcement and SEC Filing. The Company and the Okumus Group shall announce this Agreement and the material terms hereof by means of a joint press release in the form attached as Exhibit A hereto as soon as practicable on or after the date of this Agreement (the “Press Release”). The Okumus Group shall promptly, but in no case prior to the date of the filing or other public release of the Press Release by the Company, prepare and file an amendment (the “13D Amendment”) to the Okumus Group’s Schedule 13D with respect to the Company filed with the SEC on December 9, 2014, reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of this Agreement. The Okumus Group shall provide the Company with a reasonable opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company. The Okumus Group shall not, and shall cause each Okumus Affiliate not to, (i) issue a press release (other than the Press Release) in connection with this Agreement or the actions contemplated hereby or (ii) otherwise make any public disclosure, statement, comment or announcement with respect to this Agreement or the actions contemplated hereby.
Public Announcement and SEC Filing. (a) The Stockholder Group and the Company shall announce this Agreement by means of a joint press release in the form attached hereto as Exhibit B (the “Press Release”) to be issued before 9:00 a.m., New York City time, on April 9, 2015. Any public statement or comment by the Company or the Stockholder Group regarding this Agreement or the matters addressed herein shall be consistent with the Press Release.
(b) The Stockholder Group shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company filed with the SEC on March 3, 2015 (as amended) reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of this Agreement. The Stockholder Group shall provide the Company with reasonable opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company.
Public Announcement and SEC Filing. (a) XXXX and the Company shall announce this Agreement and the material terms hereof including the terms of Section 6 by means of a joint press release in the form attached hereto as Exhibit A (the “Press Release”) as soon as practicable but in no event later than 9:00 a.m., New York City time, on March 17, 2014.
(b) XXXX shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company filed with the SEC on February 27, 2014 reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of this Agreement. XXXX shall provide the Company with reasonable opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company necessary to cause such 13D Amendment to comply with this Agreement.
Public Announcement and SEC Filing. Not later than 9:00 a.m., New York City time, on the first Nasdaq trading day after the date of this Agreement, the Company will disclose to the public the material terms of the transactions that are the subject of this Agreement (whether in a press release or a filing with the SEC). Not later than four business days after the Closing Date, the Company will file with the SEC a Report on Form 8-K containing the required information regarding those transactions.
Public Announcement and SEC Filing. The Company and the Engine Group shall announce the entry into this Agreement and the material terms hereof by means of a press release in the form attached as Exhibit A (the “Press Release”) as soon as practicable on or after the date of this Agreement. Except as otherwise expressly set forth herein, none of the Engine Group or any Investor Affiliates shall:
(a) issue a press release in connection with this Agreement or the actions contemplated hereby,
(b) otherwise make any public statement, disclosure or announcement with respect to this Agreement or the actions contemplated hereby or
(c) make any public statements (including in any filing with the SEC, any regulatory or governmental agency or any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Press Release.
Public Announcement and SEC Filing. (a) Promptly as practicable following the execution of this Agreement, the Company and Sherborne shall issue a joint press release in the form attached to this Agreement as Exhibit A. The Company will also file with the SEC a Form 8-K reporting its entry into this Agreement. The Company will give Sherborne the opportunity to review and comment on disclosure regarding this Agreement and related matters contained in the Form 8-K and any exhibits thereto prior to filing it.
(b) Sherborne shall promptly file an amendment to its Schedule 13D with respect to the Company filed with the SEC on March 4, 2022 (the “Sherborne Schedule 13D Amendment”) reporting the entry into this Agreement and amending applicable items. Sherborne will give the Company the opportunity to review and comment on disclosure regarding this Agreement and related matters contained in the Sherborne Schedule 13D Amendment and any exhibits thereto prior to filing it (as well as any disclosure made in any Sherborne filings in or pursuant to the requirements of any other jurisdiction).
Public Announcement and SEC Filing. (a) The Company shall announce this Agreement and the material terms hereof by means of a press release in the form attached hereto as Exhibit A as soon as practicable on or after the date hereof.
(b) The Icahn Group shall promptly file an amendment to the Schedule 13D regarding the Common Stock filed with the SEC on February 6, 2008, and as amended on March 5, 2008 and March 27, 2008, reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder.
Public Announcement and SEC Filing. (a) The Company shall announce this Agreement by means of a press release in the form attached hereto as Exhibit B (the “Press Release”) as soon as practicable and in coordination with the Blue Harbour Parties. Any public statement or comment by the Company or any Blue Harbour Party regarding this Agreement or the matters addressed herein shall be consistent with the Press Release.
(b) The Blue Harbour Parties shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company filed with the SEC on July 21, 2014 reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of this Agreement. The Blue Harbour Parties shall provide the Company with reasonable opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company.
Public Announcement and SEC Filing. (a) The Company shall file promptly a Form 8-K reporting entry into this Agreement (the “Form 8-K”) and appending or incorporating by reference this Agreement as an exhibit thereto.
(b) The Blue Clay Group shall promptly file an amendment to its Amendment No. 1 to Schedule 13D with respect to the Company filed with the SEC on May 21, 2013, reporting the entry into this Agreement, amending applicable items to conform to its obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. Except for amendments to the Schedule 13D filed by the Blue Clay Group made solely to report material changes to the information contained therein, including a change in the level of ownership of Common Stock and the entry into this Agreement, none of the Blue Clay Group, the Blue Clay Affiliates or the Blue Clay Designee shall, during the Covered Period, (i) issue a press release in connection with this Agreement or the actions contemplated hereby or (ii) otherwise make any public statement, disclosure or announcement with respect to this Agreement or the actions contemplated hereby, in each case without the prior written consent of the Company, with such consent to be approved by the Board, unless required by law.
