PUBLIC ANNOUNCEMENTS AND DISCLOSURE OF COMPANY INFORMATION Sample Clauses

PUBLIC ANNOUNCEMENTS AND DISCLOSURE OF COMPANY INFORMATION. Subject to applicable law, at all times until the Closing, Seller will promptly advise, and obtain the approval of, Purchaser before (i) issuing, or permitting any of Seller's directors, officers to issue, any press release with respect to this Agreement or the transactions contemplated hereby or (ii) disclosing, or permitting any of Seller's directors, officers, employees, representatives or agents to disclose, to any Person (other than Seller or Purchaser or their respective directors, officers, employees, representatives or agents) nonpublic information regarding Purchaser.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
PUBLIC ANNOUNCEMENTS AND DISCLOSURE OF COMPANY INFORMATION. Purchaser shall keep confidential any information regarding Seller that is not otherwise generally available to the public or has not been made available to the public by persons other than Purchaser, its representatives, agents or employees, except as is necessary in connection with the preparation of this Agreement and the documents contemplated herein, arranging acceptable financing of this transaction or as may be required by applicable law. If for any reason the transaction contemplated herein is abandoned or terminated prior to being consummated, Purchaser will return promptly all confidential or proprietary information concerning Seller previously disclosed to Purchaser, and will not use or allow the use of any such information for any purpose, except as may be required by law. If for any reason this transaction is not consummated, Purchaser agrees that for a period of two years after this Agreement is abandoned or terminated it will not compete with Seller for any of Seller's existing contracts specified on the list attached hereto as SCHEDULE 8.2(a).
Sample 1Sample 2
PUBLIC ANNOUNCEMENTS AND DISCLOSURE OF COMPANY INFORMATION. Purchaser shall keep confidential any information regarding Sellers that is not otherwise generally available to the public or has not been made available to the public by persons other than Purchaser, its representatives, agents or employees, except as is necessary in connection with the preparation of this Agreement and the documents contemplated herein, arranging acceptable financing of this transaction or as may be required by applicable law. If for any reason the transaction contemplated herein is abandoned or terminated prior to being consummated, Purchaser will return promptly all confidential or proprietary information concerning Sellers previously disclosed to Purchaser, and will not use or allow the use of any such information for any purpose, except as may be required by law. Subject to applicable law, at all times until the closing, Purchaser will promptly advise, and obtain the approval, which approval shall not be unreasonably withheld, of Sellers before issuing, or permitting any of Sellers' directors, officers to issue, any press release with respect to this Agreement or the transactions contemplated hereby.
Sample 1
PUBLIC ANNOUNCEMENTS AND DISCLOSURE OF COMPANY INFORMATION. Subject to applicable law, at all times until the Closing, Seller will promptly advise, and obtain the written approval of Purchaser, which approval will not be unreasonably withheld, before (i) issuing, or permitting any of Seller's directors, officers to issue, any press release with respect to this Agreement or the transactions contemplated hereby or (ii) disclosing, or permitting any of Seller's directors, officers, employees, representatives or agents to disclose, to any Person (other than Seller or Purchaser or their respective directors, officers, employees, representatives or agents) nonpublic information regarding Purchaser, other than disclosures required to obtain the approvals, licenses and consents for the transactions contemplated hereby, disclosures to those professionals and advisors who have a need to know, or any other disclosure required by applicable law.
Sample 1

Related to PUBLIC ANNOUNCEMENTS AND DISCLOSURE OF COMPANY INFORMATION

  • Use and Disclosure of Confidential Information Notwithstanding anything to the contrary contained in this Agreement, and in addition to and not in lieu of other provisions in this Agreement:

  • Public Statements and Disclosure The initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, 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, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change.

  • Confidentiality; Public Announcements (a) Parent and the Company hereby acknowledge and agree to continue to be bound by the Mutual Confidentiality Agreement dated as of May 27, 2010, by and between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement.

  • 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.

  • Confidentiality/Public Announcement From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

  • Public Announcements; Confidentiality (a) The Parties agree that prior to issuing any other press release or public announcement concerning any provisions of this Agreement or the transactions contemplated hereby, each party shall so advise the other party hereto, and the Parties shall thereafter use their reasonable efforts to cause a mutually agreeable release or announcement to be issued. Notwithstanding anything to the contrary contained herein, the Parties may, on a confidential basis, release information regarding the existence and content of this Agreement or the transactions contemplated hereby to their respective Affiliates, agents, accountants, attorneys, prospective lenders, advisors or investors. Nothing in this Section 5.3 shall prevent SFX or Parent from disclosing any information regarding the Transferor Parties, the Business, this Agreement or the transactions contemplated hereby to Other Parties.

  • Publicity and Disclosure Except as may be required by federal securities laws, no press release or public disclosure, either written or oral, of the transactions contemplated by this Agreement, shall be made by Buyer hereto without the prior approval of Seller.

  • 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 Announcements and Filings Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof.

  • Non-Disclosure of Proprietary Information Employee recognizes and acknowledges that the Trade Secrets (as defined below) and Confidential Information (as defined below) of the Company and its affiliates and all physical embodiments thereof (as they may exist from time-to-time, collectively, the “Proprietary Information”) are valuable, special and unique assets of the Company's and its affiliates' businesses. Employee further acknowledges that access to such Proprietary Information is essential to the performance of Employee's duties under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that, except with respect to those duties assigned to him by the Company, Employee will hold in confidence all Proprietary Information and will not reproduce, use, distribute, disclose, publish or otherwise disseminate any Proprietary Information, in whole or in part, and will take no action causing, or fail to take any action necessary to prevent causing, any Proprietary Information to lose its character as Proprietary Information, nor will Employee make use of any such information for Employee's own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Company) under any circumstances.

Time is Money Join Law Insider Premium to draft better contracts faster.