Public Announcements and Confidentiality. 14.1 The Buyer and the Sellers’ Representative shall consult with each other and will mutually agree upon the content and timing of any press release or other public statements with respect to this Agreement and the transactions contemplated hereby and shall not issue or cause to be issued any such press release or make any such public statement prior to such consultation and agreement. Notwithstanding the foregoing, the Sellers understand and acknowledge that Vistaprint is a publicly-traded company subject to securities laws and related rules and regulations which govern the public disclosure of information related to its business, finances, strategy and results of operations, including, without limitation, its communications with shareholders and the public investment community. As such, the Sellers agree that Vistaprint shall have the right in it sole discretion to issue press releases and make other public statements and disclosures in connection with the transaction contemplated by this Agreement as and to the extent it deems necessary or appropriate pursuant to applicable laws, rules, or regulations of the Securities and Exchange Commission, the Nasdaq Stock Market, or other relevant regulatory agencies or bodies (the “VP Disclosure Exception”).
14.2 The Parties shall keep secret and confidential and shall not use, except as necessary for the execution and performance of this Agreement and the consummation of the transactions contemplated hereby, any information relating to: (i) the negotiations carried out in view of entering into this Agreement; (ii) the terms and conditions of this Agreement; and (iii) any document executed, any action taken, any discussion or negotiation carried out, in connection with this Agreement, its execution and performance of the obligations contained herein, in each case subject to the VP Disclosure Exception. Each Party shall cause its officers, employees, and consultants to whom such information has been disclosed for the purposes of this Agreement to comply with such undertaking.
Public Announcements and Confidentiality. None of the Parties nor their respective Subsidiaries or Affiliates shall issue or cause the publication of this Agreement, any Related Agreement or any press release or other public announcement or communication with respect to the transactions contemplated hereby without the prior written consent of each of the other Parties hereto (which consent shall not be unreasonably withheld or withdrawn) except to the extent a Party’s counsel deems necessary or advisable in order to comply with the requirements of any Legal Requirement or the regulations or policies of any securities exchange or other similar regulatory body (in which case the disclosing Party shall give the other Parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Legal Requirements), shall limit such disclosure to the information required to comply with such Legal Requirement or regulations, and shall use reasonable efforts to accommodate any suggested changes to such disclosure from the other Parties to the extent reasonably practicable.
Public Announcements and Confidentiality. The Buyer Group, the Company Group and the Sellers shall not (and shall ensure that their Affiliates, equity holders, directors, officers, employees, agents and other representatives do not) issue a press release or any other public written statement or disseminate any public communication through any form of media (including radio, television or electronic media) about this Agreement or the transactions contemplated by this Agreement except, in the case of the Company Group (following the Closing) or the Buyer Group, with the written consent of the Seller Representative, or in the case of the Company Group (prior to the Closing) or any Seller, with the written consent of the Buyer, except in each case as required by Applicable Law, in the reasonable opinion of counsel, in which case the Buyer and the Seller Representative will have the right to reasonably review and comment on such press release, announcement or communication prior to its issuance, distribution or publication. The press release to be filed with the Securities Exchange Commission is attached as Exhibit E.
Public Announcements and Confidentiality. (a) Any public announcement, press release, or similar publicity with respect to this Agreement or the Registration Rights Agreement will be issued, if at all, at such time and in such manner as the Purchasers and the Company mutually determine. Except with the prior consent of the Purchasers or as permitted by this Agreement, neither the Company, its shareholders, nor any of their representatives shall disclose to any person (a) the fact that any confidential information of the Company has been disclosed to the Purchasers or their representatives, that the Purchasers or their representatives have inspected any confidential information of the Company, that any confidential information of the Company has been disclosed to the Purchasers or (b) any information about the this Agreement and the Registration Rights Agreement, including the status of such discussions or negotiations, the execution of any documents (including this Agreement) or any of the terms of this Agreement or the Registration Rights Agreement. The Company shall not use the names of any of the Purchasers in any manner, context or format (including, but not limited to, websites or links to websites, press releases, dealing with the Company’s customers, suppliers, and employees) without the prior review and express written consent of the Purchasers. Notwithstanding anything in this section to the contrary, the Company may make any disclosures with respect to this Agreement and the transactions contemplated hereby as are required by law without consent of the Purchasers.
(b) Each party hereto agrees that, except with the prior written consent of the other party, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any confidential information, knowledge or data concerning or relating to the business or financial affairs of the other parties to which such party has been or shall become privy by reason of this Agreement or the Registration Rights Agreement, discussions or negotiations relating to this Agreement or the Registration Rights Agreement, the performance of its obligations hereunder or the ownership of the Shares purchased hereunder. The provisions of this Section 7.13 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the parties hereto. Notwithstanding any other express or implied agreement or understanding to the contrary, the parties hereto and their respective employees, r...
Public Announcements and Confidentiality. (a) Before the Closing, Buyer, Company and the Selling Parties shall not (and shall ensure that their Affiliates, directors, officers, Employees, agents and other representatives do not) issue a press release or any other public written statement or disseminate any public communication through any form of media (including radio, television or electronic media) about this Agreement or the Transactions except, in the case of Buyer, with Company’s consent or, in the case of Company, with Buyer’s consent (except in each case as required by Applicable Law or as contemplated by Section 4.1.5 or in obtaining required Governmental Approvals or other Consents).
(b) Each Party will (and will cause its Affiliates, directors, officers, Employees, agents and other representatives to) keep confidential non-public information about the proposed sale and the terms and conditions of this Agreement (unless it is required to disclose such information by Applicable Law or as contemplated by Section 4.1.5 or in connection with obtaining required Governmental Approvals or other Consents or in connection with AIM). If a Party is required to disclose the information by Applicable Law:
(i) it will (to the extent not prohibited under Applicable Law) give the other Parties prompt written notice of this proposed disclosure so that any of them can seek a protective order; and
(ii) if there is no such protective order, the disclosing Party may disclose the information that, in its counsel’s opinion, it is required to disclose, after giving the other Parties written notice (to the extent not prohibited under Applicable Law) specifying this information as far in advance of disclosure as practicable and using commercially reasonable efforts to obtain assurances that the information disclosed will be treated confidentially.
(c) If this Agreement terminates, each Party will (and will cause its Affiliates, directors, officers, Employees, agents and other representatives to) promptly return to each other Party, and not retain copies of, that other Party’s written proprietary information supplied in connection with this Agreement.
Public Announcements and Confidentiality. Any press release or other information to the press or any third party with respect to this Agreement or the transactions contemplated hereby shall require the prior approval of TBA and THI, which approval shall not be unreasonably withheld, provided that a party shall not be prevented from making such disclosure as it shall be advised by counsel is required by law.
Public Announcements and Confidentiality. Any press release or other information to the press or any third party with respect to this Agreement or the transactions contemplated hereby shall require the prior approval of AutoCyte and NeoPath, which approval shall not be unreasonably withheld, provided that a party shall not be prevented from making such disclosure as it shall be advised by counsel is required by law or any listing agreement with a national security exchange or the Nasdaq National Market. The parties acknowledge that AutoCyte and NeoPath have previously executed a Confidentiality/Non-Disclosure Agreement, dated April 29, 1999 (the "Confidentiality Agreement"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms, except as is necessary to comply with the terms of this Agreement.
Public Announcements and Confidentiality. Except as contemplated in this Agreement, the Support Agreement, the Purchase Agreement and the documents referred to herein and therein or delivered pursuant hereto or thereto, no party hereto will make any public announcement concerning transactions contemplated by this Agreement prior to reaching an agreement with the other parties hereto, unless required to do so by applicable law or regulation. The parties hereto agree, except as contemplated in this Agreement, the Support Agreement, the Purchase Agreement and the documents referred to herein and therein or delivered pursuant hereto or thereto and as may be required by applicable law or regulation (including the rules of any applicable stock exchange) or disclosed to a potential Permitted Transferee, not to further disclose any terms of this Agreement or any of the transactions or other matters contemplated hereby or related hereto.
Public Announcements and Confidentiality. The Parties acknowledge that the transactions described herein are of a confidential nature and shall not be disclosed prior to the Closing except to agents, representatives, counsel, accountants and consultants unless otherwise specifically provided in this Agreement or as required by law. None of the Parties hereto shall make any public disclosure of the terms of this Agreement prior to the Closing, except as required by law or mutually agreed to by the Corporate Parties, such requirement to be substantiated by a written opinion of counsel. The Parties shall endeavor to make only those press releases or other public disclosures as are required by law; provided, however, that no press release or other public disclosure prior to the Closing shall be made without a minimum of twenty-four (24) hours prior consultation with the other Parties.
Public Announcements and Confidentiality. NMI and BCMI each covenant and agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement, any other Transaction Document or the Transactions and, except as may be required by applicable law, will not make any such public statement prior to such consultation. Except as may be required by applicable law, NMI and BCMI shall keep this Agreement, the other Transaction Documents and all other documents and information relating to the Transactions or furnished pursuant to or in connection with the Transaction Documents or the Transactions confidential.
