Public Announcement; SEC Filing; Communications. (a) No later than 8:30 a.m. (Eastern Time) on the first business day following the date hereof, the Company shall issue the mutually agreeable press release (the “Press Release”) announcing certain terms of this Agreement, in the form attached hereto as Exhibit B. (b) Promptly following the execution of this Agreement, the Company shall file a Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. (c) Promptly following the execution of this Agreement, the PW Group Shareholders and the XX Xxxx Group Shareholders shall file amendments to their respective Group 13Ds with respect to the Company, reporting the termination of their Section 13(d) Group and the entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. (d) For the avoidance of doubt, it is understood that nothing in this Agreement limits the PW Group/XX Xxxx Group Shareholders’ rights (i) to make statements (A) required by law, regulation or legal process, or (B) in connection with a dispute covered by Section 11 of this Agreement or (ii) to communicate with their respective investors in quarterly or annual letters provided such communications are subject to standard confidentiality obligations. For the avoidance of doubt, it is understood that nothing in this Agreement limits the Company’s rights to make statements (i) required by law, regulation or legal process, or (ii) in connection with a dispute covered by Section 11 of this Agreement.
Appears in 3 contracts
Samples: Nomination and Standstill Agreement (HG Vora Capital Management, LLC), Nomination and Standstill Agreement (PW Partners Atlas Fund III, LP), Nomination and Standstill Agreement (Town Sports International Holdings Inc)
Public Announcement; SEC Filing; Communications. (a) No On Tuesday, April 22, 2014 (not later than 8:30 a.m. (Eastern Time) on the first business day following the date hereof)), the Company shall issue the mutually agreeable press release (the “Press Release”) announcing certain terms of this Agreement, in the form attached hereto as Exhibit B.A. Neither the Company nor the PW Group/Luxor/Xxxxxx Shareholders shall make any public announcement or public statement that is inconsistent with or contrary to the statements made in the Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the other Party.
(b) Promptly following the execution of this AgreementOn Tuesday, April 22, 2014 (not later than 8:30 a.m. (Eastern Time)), the Company shall file a Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto.
(c) Promptly following the execution of this Agreement, the PW Group Shareholders and the XX Xxxx Group Group/Luxor/Xxxxxx Shareholders shall file amendments an amendment to their respective the Group 13Ds 13D with respect to the Company, reporting the termination of their Section 13(d) Group and the entry into this Agreement, amending applicable items to conform to their its obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto.
(d) For the avoidance of doubt, it is understood that nothing in this Agreement limits the PW Group/XX Xxxx Group Luxor/Xxxxxx Shareholders’ rights (i) to make statements (A) required by law, regulation or legal process, or (B) in connection with a dispute covered by Section 11 of this Agreement or (ii) to communicate with their respective investors in quarterly or annual letters provided such communications are subject to standard confidentiality obligations. .
(e) For the avoidance of doubt, it is understood that nothing subject to the restrictions set forth in this Agreement limits Agreement, none of the PW Group/Luxor/Xxxxxx Shareholders shall be prohibited from generally communicating with shareholders of the Company’s rights to make statements (i) required by law, regulation or legal process, or (ii) in connection with a dispute covered by Section 11 of this Agreement.
Appears in 3 contracts
Samples: Shareholder Agreement (Luxor Capital Group, LP), Shareholder Agreement (PW Partners Atlas Fund II, LP), Shareholder Agreement (BJs RESTAURANTS INC)