Public Disclosures. Subject to the further provisions of this Section, neither Party shall originate any written publicity, news release or public announcement, whether to the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“Q & A”) prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating to the confidential treatment of information), except to the extent that the disclosing Party receives advice from its legal counsel that such Confidential Information is required to be disclosed under applicable laws or regulations.
Appears in 4 contracts
Samples: Exclusive License and Supply Agreement, Exclusive License and Supply Agreement (Oxis International Inc), Exclusive License and Supply Agreement (Oxis International Inc)
Public Disclosures. Subject Upon the request of either Buyer or Seller, upon the execution of this Agreement and upon the Closing, Buyer and Seller shall each release a press release mutually acceptable to Buyer and Seller. During the period beginning on the Agreement Date, neither Buyer nor Seller shall, and Buyer and Seller shall cause each of their respective Subsidiaries and its and their respective directors, officers, employees, Affiliates, and Representatives (including financial advisors, investment bankers, attorneys and accountants) not to, directly or indirectly, issue any press release or other public statement relating to the further provisions terms of this SectionAgreement or the transactions contemplated hereby that discloses any additional information regarding the same or that is otherwise inconsistent with the agreed press releases, neither or uses the name of the other Party shall originate or its Affiliates or refers to the other Party or its Affiliates, directly or indirectly, in connection with the relationship of the Parties under this Agreement and their Affiliates in any written publicitymedia interview, advertisement, news release, press release or public announcementprofessional or trade publication, or in any print media, whether or not in response to an inquiry, without the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any prior written approval of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review except that (a) Buyer or Seller may issue such release or statement or make such other disclosures as they may reasonably determine is necessary to comply with applicable Law or the rules and written approvalregulations of any national securities exchange, (b) the Parties may issue any question and answer sheet press release or similar materials make other public announcement (“Q & A”including to analysts), (c) prior to using such materials as each Party may disclose any information concerning the basis for written or oral disclosures, which written or oral disclosures musttransactions contemplated hereby that it deems appropriate in its reasonable judgment, in any eventlight of its status as a publicly owned company, be consistent including to securities analysts and institutional investors and in content with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of businesspress interviews, and shall be consistent (d) that Seller and its Affiliates may make announcements from time to time to (i) their respective employees in their sole discretion and (ii) to their respective customers, vendors and other business relations and otherwise as they may reasonably determine is necessary to comply (or cause any other Affiliate of Seller) with applicable Law or the requirements of any approved Q & A relating theretoContract (including this Agreement) to which Seller or any Affiliate of Seller is a party or otherwise bound. Once information has been approved for Any such release, announcement or disclosure as part of an approved Q & A or publication under this Section, either Party Section 6.4(b)-(d) may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating to the confidential treatment of information), except issued only to the extent that such release, announcement or disclosure only contains information previously publicly disclosed in accordance with this Section 6.4 or is otherwise consistent in all material respects with previous statements made jointly by Buyer and Seller or with the disclosing Party receives advice from its legal counsel that such Confidential Information is required to be disclosed under applicable laws or regulationspermission of the other Party.
Appears in 2 contracts
Samples: Purchase Agreement (Welbilt, Inc.), Purchase Agreement (PENTAIR PLC)
Public Disclosures. Subject to Sellers and Buyer agree that the further provisions of this Section, neither Party shall originate any written publicity, news initial press release or public announcement, whether to the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) releases to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“Q & A”) prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content issued with the information contained in the approved Q & A. Routine references respect to this Agreement and the arrangements hereunder Ancillary Agreements and the transactions contemplated hereby and thereby shall be allowed in mutually agreed upon prior to the usual course of businessissuance thereof. Thereafter, prior to the Closing, Sellers and Buyer each shall keep confidential, and shall be consistent with any approved Q & A relating thereto. Once cause its Representatives to keep confidential all information has been approved regarding this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby not included in such initial press release or releases, except for such additional disclosure as part is (a) required to obtain necessary actions, waivers, consents, and approvals from Governmental Authorities and third parties, (b) required by applicable Law, court process, rule or regulation of an approved Q & A the SEC or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If by obligations pursuant to a Party decides to make an announcement or any filing listing agreement with a governmental agency or national securities exchange or market as required by law (c) customary in an offering memorandum, prospectus, prospectus supplement or similar offering document with respect to a bank financing or capital markets transaction of Buyer. From the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating date hereof to the confidential treatment of information)date that is sixty (60) days following the Closing Date, except Sellers, and their respective Affiliates, on one hand, and Buyer, on the other, will consult with each other to the extent that practicable before issuing or submitting, and, to the disclosing Party receives advice from its legal counsel that extent practicable, will provide each other the opportunity to review and comment upon, any press release, other public statement, or filing, notice, or request with a Governmental Authority with respect to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, and shall not issue any such Confidential Information press release or make any such public statement, filing, notice, or request prior to such consultation, except as may be required by applicable Law, court process, rule or regulation of the SEC or by obligations pursuant to a listing agreement with a national securities exchange. The parties’ obligations under this Section 5.6 shall survive the termination of this Agreement if this Agreement is required terminated prior to be disclosed under applicable laws or regulationsthe Closing.
Appears in 1 contract
Public Disclosures. Subject Prior to the further provisions of Closing Date, no party to this Section------------------ Agreement shall (except for (a) presentations made to analysts or investors concerning the transactions contemplated herein, neither Party shall originate any written publicity, news release or public announcement, whether (b) disclosures made to the public employees of the Purchased Entities or presstheir spouses or financial advisors or customers of the Purchased Entities, concerning (c) disclosures made in connection with any necessary filings or submissions by it to any U.S. or foreign governmental agency, (d) disclosures made to the United States Securities and Exchange Commission, any state securities commission, the United States Department of Labor and the Pension Benefit Guaranty Corporation in connection with this AgreementAgreement or the transactions contemplated hereby, including the subject matter and (e) disclosures made to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both third parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“Q & A”) prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content connection with the information contained in the approved Q & A. Routine references obtaining consents to this Agreement and the arrangements hereunder transactions contemplated hereby and deemed by Buyers to be necessary or appropriate; provided that any disclosure described in clause (c) or (d) that -------- the Buyers wish to make shall be allowed in provided to Sellers for their review and reasonable approval prior to the usual course making thereof) issue any press release or make any other public disclosures concerning this transaction or the contents of businessthis Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. The parties hereto acknowledge and agree that mutually agreed-upon internal announcements shall be consistent with made upon execution of this Agreement and at Closing. Notwithstanding the above, nothing in this Section 5.3 shall preclude any approved Q & A relating thereto. Once information has been approved for disclosure as part party (or Person controlling such party) from making disclosures required by law, rule or regulation (of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency applicable stock or securities exchange or market as required by law otherwise) or necessary and proper in conjunction with the applicable rules filing of any securities exchange tax return or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating to the confidential treatment of information), except to the extent that the disclosing Party receives advice from its legal counsel that such Confidential Information is document required to be disclosed under applicable laws filed with any federal, state or regulationslocal governmental body, authority or agency; provided that the party required to make any such release or statement shall -------- allow the other party reasonable time to comment on such release or statement in advance of such issuance.
Appears in 1 contract
Public Disclosures. Subject to SELLER shall not in any way disclose the further provisions terms and conditions of this Section, neither Party shall originate any AGREEMENT without the prior written publicity, news release or public announcement, whether to the public or press, concerning this Agreement, including the subject matter to consent of BUYER (which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall consent may not be unreasonable unreasonably withheld; and ii, delayed or conditioned) or except as required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) to be made or and BUYER hereby acknowledges that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable SELLER has an obligation under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“Q & A”) prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or amended, and other rules and regulations of the Securities and Exchange Commission to disclose this AGREEMENT as a material agreement to which SELLER is a party). For the avoidance of doubt SELLER shall neither issue press releases nor any other applicable regulation relating publication regarding the terms and conditions of this AGREEMENT, “***” DENOTES INFORMATION OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT “***” DENOTES INFORMATION OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT including statements as to the confidential treatment existence of informationa relationship between the PARTIES, nor use BUYER’s, its parents’, its affiliates’ or subsidiaries’ corporate names or trademarks, without the prior written consent of BUYER (which consent may not be unreasonably withheld, delayed or conditioned) or except as required by law (and BUYER hereby acknowledges that SELLER has an obligation under the Securities Exchange Act of 1934, as amended, and other rules and regulations of the Securities and Exchange Commission to disclose this AGREEMENT as a material agreement to which SELLER is a party). Where SELLER disclosure of this AGREEMENT or parts thereof is required by law, except SELLER will provide BUYER a draft copy of any disclosures to be made to meet SELLER’s legal obligations, at the earliest possible time prior to making said disclosures. BUYER shall have two (2) business days from receiving such draft copy to provide SELLER with additional redaction. SELLER agrees to incorporate BUYER’s additional redaction to the extent that the disclosing Party receives advice from SELLER’s compliance with its legal counsel that such Confidential Information reporting obligations is required to be disclosed under applicable laws or regulationsnot impeded, as determined by SELLER’s counsel.
Appears in 1 contract
Public Disclosures. Subject to Upon the further provisions execution of this SectionAgreement and upon the Closing, neither Party Arion or Sphinx shall originate any written publicity, news release a joint press release mutually acceptable to Arion and Sphinx. From and after the Agreement Date until the Closing or public announcement, whether to the public or press, concerning earlier termination of this Agreement, including neither Arion nor Sphinx shall, and Arion and Sphinx shall cause each of their respective Subsidiaries and its and their respective directors, officers, employees, Affiliates and Representatives not to, directly or indirectly, issue any press release or other public statement relating to the subject matter to which it relates, performance under it terms of this Agreement or the transactions contemplated hereby that discloses any of its termsadditional information regarding the same or that is otherwise inconsistent with the agreed press release, or any amendment hereto save only such announcements that are i) approved by both parties uses the name of the other Party or its Affiliates or refer to the other Party or its Affiliates, directly or indirectly, in which such approval shall not be unreasonable withheld; and ii) required by law (or connection with the applicable rules relationship under this Agreement of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed by the Parties and their Affiliates in any media interview, advertisement, news release, press release or expressly permitted professional or trade publication, or in this Agreement. Such announcements shall be factual and as brief as reasonable under any print media, whether or not in response to an inquiry, without the circumstances. In addition, each Party agrees to submit to prior written approval of the other Party, for review except that (a) Arion or Sphinx may (x) issue such release or statement or make such other disclosures as they may reasonably determine is necessary to comply with applicable Law or the rules and written approval, regulations of any question national securities exchange and answer sheet or similar materials (“Q & A”y) prior publish blog posts and other internet-based communications with regard to using such materials as the basis for written or oral disclosures, which written or oral disclosures musttransactions contemplated by this Agreement and, in any eventthe case of Arion, be consistent in content with the information contained Arion Business or, in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course case of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidentialSphinx, the disclosing Party shall use commercially reasonable efforts Business, (b) the Parties may issue any press release or make other public announcement (including to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 analysts or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating to the confidential treatment of information), except investors) to the extent that such release or announcement only contains information previously publicly disclosed in accordance with this Section 6.5 or is otherwise consistent in all material respects with previous statements made jointly by Arion and Sphinx or with the disclosing permission of the other Party, (c) Sphinx may disclose any information concerning the transactions contemplated by this Agreement which it deems appropriate in its reasonable judgment in light of its status as a publicly owned company, including to securities analysts and institutional investors and in press interviews; provided that, (x) in the case of any of clauses (a) through (c), to the extent in the good faith judgment of such Party receives advice from it is reasonably practicable to do so, such Party shall provide the other Party with a reasonable opportunity in light of the circumstances to review such Party’s intended communication (to the extent made in writing) and consider in good faith modifications to the intended communication reasonably requested by the other Party and (y) in the case of clause (c), Sphinx shall provide Arion with any slides, scripts or other presentation materials prepared in contemplation of such communication or disclosure and shall consider in good faith modifications to such materials requested by Arion, (d) the Investors and their respective management companies may make disclosures to its legal counsel and their current, former or prospective investors, equity holders and limited partners to the extent such information is customarily provided to current, former or prospective investors, equity holders or limited partners in private equity funds (provided the recipients of such information are subject to a non-disclosure agreement or similar contractual obligation to maintain the confidentiality of such information), (e) Arion and its Affiliates may make customary disclosures as expressly contemplated by the Debt Financing Commitment (including in connection with the syndication of the Debt Financing), subject to the confidentiality undertakings set forth in the Debt Financing Commitment (and Arion will be responsible for breaches of the obligations under by such recipients) (provided the recipients of such disclosed information are subject to a non-disclosure agreement to maintain the confidentiality of such information) and (f) Arion and its Affiliates may make customary disclosures to the Investors. Without limiting the foregoing provisions hereof, Sphinx shall, to the extent reasonably practicable, consult with Arion regarding the form and content of any public disclosure of any material developments or matters involving the Business (including the financial condition or results of operations), Purchased Assets, Assumed Liabilities or the Purchased Entities, including earnings releases, reasonably in advance of publication or release. No Party shall, directly or indirectly through another entity, make any public statement that such Confidential Information is required to intended to, or could reasonably be disclosed under applicable laws expected to, disparage the other Party, their Affiliates, Subsidiaries, equityholders, directors, managers, officers, employees, the Business or regulationsthe Arion Business.
Appears in 1 contract
Samples: Purchase Agreement (Symantec Corp)
Public Disclosures. Subject to the further provisions of this Section, neither Party shall originate any written publicity, news release or public announcement, whether to the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“Q & A”) prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating to the confidential treatment of information), except to the extent that the disclosing Party receives advice from its legal counsel that such Confidential Information is required to be disclosed under applicable laws or regulations. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.
Appears in 1 contract
Samples: Exclusive License Agreement (Synvista Therapeutics, Inc.)
Public Disclosures. Subject to the further provisions of this Section, neither Party shall originate any written publicity, news release or public announcement, whether to the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s 's securities are listed or traded) to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“"Q & A”") prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s 's securities are listed or traded, it will give the other Party at least three (3) calendar days [ * ] advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating to the confidential treatment of information), except to the extent that the disclosing Party receives advice from its legal counsel that such Confidential Information is required to be disclosed under applicable laws or regulations. Notwithstanding the foregoing, publications regarding [ * ] may be made by Ortho even if GTx does not approve.
Appears in 1 contract
Samples: Joint Collaboration and License Agreement (GTX Inc /De/)
Public Disclosures. Subject The timing, content and procedure of any press release or other public announcement regarding the parties' entering into of this Amendment or the terms of this Amendment shall be mutually agreed upon in advance by the parties. TS shall not make any public disclosure regarding the existence or substance of any dispute, litigation, arbitration proceeding or other conflict between the parties except to the further provisions of this Sectionextent required by law, neither Party shall originate any written publicity, news release or public announcement, whether to the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“Q & A”) prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party event TS shall use commercially reasonable best efforts to request confidential treatment disclose the minimum amount of such information pursuant necessary or appropriate to Rule 406 comply with law; provided, however, that TS may disclose the existence of any litigation initiated by AOL that has previously been, and to the same extent as, disclosed by AOL. TS shall not issue or permit to be issued on its behalf any press release or other public announcement, or make or permit to be made any public statement which intentionally impugns, maligns or disparages AOL, its business practices or its directors, officers or employees. Neither AOL nor Daniel Borislow shall, make, or permit to be made, any commuxxxxxxxxx xxxx or to the press or statement to investment analysts, fund managers or other members of the Securities Act investment community, which intentionally impugns, maligns or disparages the other, its business practices, or its directors, officers or employees. During the *** period following the date of 1933 this Amendment, AOL shall not issue any press release or Rule 25b-2 other public announcement announcing that AOL has entered into (i) any agreement to market Long Distance Telecommunications Services, which agreement would violate TS's exclusivity rights hereunder if the LD Exclusivity Period had not expired or terminated at the time of performance under such agreement and/or (ii) any agreement to market Commercial Mobile Radio Services over the Securities Exchange Act AOL Service, which agreement would violate TS's exclusivity rights hereunder if the Wireless Exclusivity Period had not expired or terminated at the time of 1934performance under such agreement. During the *** following the date of this Amendment, as applicable (in any press release issued by AOL announcing that AOL has entered into an agreement to market a Broadband Service, AOL shall use commercially reasonable best efforts not to disclose the fact that AOL has the right to market Commercial Mobile Radio Services on such Broadband Service. AOL represents that it is not currently engaged, on the date of this Amendment, in negotiations arising from a bona fide offer to merge with or be acquired by any other applicable regulation relating to the confidential treatment of information), except to the extent that the disclosing Party receives advice from its legal counsel that such Confidential Information is required to be disclosed under applicable laws or regulationsthird party.
Appears in 1 contract
Samples: Tel Save Com Inc
Public Disclosures. Subject to Seller has filed with the further provisions of this SectionSEC all forms, neither Party shall originate any written publicityreports, news release or public announcementschedules, whether to the public or pressstatements, concerning this Agreement, including the subject matter to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; exhibits and ii) other documents required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed filed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable Seller subsequent to December 31, 2008 under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“Q & A”) prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its filing date or, if amended, as of the date of the last such amendment, each SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder. As of its filing date, or, if amended, as of the date of the last such amendment, each SEC Document did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All of the audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Documents (i) have been prepared from, are in accordance with and accurately reflect in all material respects the books and records of Seller and its consolidated Subsidiaries, (ii) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (including Regulation S-X), (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under the Exchange Act with respect to Quarterly Reports on Form 10-Q) and (iv) fairly present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year-end adjustments) of Seller and its consolidated Subsidiaries as of the dates and for the periods referred to therein. The reports of Seller’s independent auditors regarding Seller’s consolidated financial statements in the SEC filings have not been withdrawn, supplemented or modified, and none of Seller or any other applicable regulation relating to the confidential treatment of information), except to the extent that the disclosing Party receives advice its Subsidiaries has received any written communication from its legal counsel that independent auditors threatening any such Confidential Information is required to be disclosed under applicable laws withdrawal, supplement or regulationsmodification.
Appears in 1 contract
Samples: Asset Purchase Agreement (EPIX Pharmaceuticals, Inc.)
Public Disclosures. Subject to Seller and Buyer agree that the further provisions of this Section, neither Party shall originate any written publicity, news initial press release or public announcement, whether to the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) releases to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet or similar materials (“Q & A”) prior to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content issued with the information contained in the approved Q & A. Routine references respect to this Agreement and the arrangements hereunder Ancillary Agreements and the transactions contemplated hereby and thereby shall be allowed in mutually agreed upon prior to the usual course of businessissuance thereof. Thereafter, prior to the Closing, Seller and Buyer each shall keep confidential, and shall be consistent with any approved Q & A relating thereto. Once cause its Representatives to keep confidential all information has been approved regarding this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby not included in such initial press release or releases, except for such additional disclosure as part is (a) required to obtain necessary actions, waivers, consents, and approvals from Governmental Authorities and third parties, (b) required by applicable Law, court process, rule or regulation of an approved Q & A the SEC or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If by obligations pursuant to a Party decides to make an announcement or any filing listing agreement with a governmental agency or national securities exchange or market as required by law (c) customary in an offering memorandum, prospectus, prospectus supplement or similar offering document with respect to a bank financing or capital markets transaction of Buyer. From the applicable rules of any securities exchange or market on which a Party’s securities are listed or tradeddate hereof to the date that is sixty (60) days following the Closing Date, it will give the other Party at least three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidentialSeller, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of Company and their respective Subsidiaries, on one hand, and Buyer, on the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934other, as applicable (or any will consult with each other applicable regulation relating to the confidential treatment of information), except to the extent that practicable before issuing or submitting, and, to the disclosing Party receives advice from its legal counsel that extent practicable, will provide each other the opportunity to review and comment upon, any press release, other public statement, or filing, notice, or request with a Governmental Authority with respect to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, and shall not issue any such Confidential Information press release or make any such public statement, filing, notice, or request prior to such consultation, except as may be required by applicable Law, court process, rule or regulation of the SEC or by obligations pursuant to a listing agreement with a national securities exchange. The parties’ obligations under this Section 5.6 shall survive the termination of this Agreement if this Agreement is required terminated prior to be disclosed under applicable laws or regulationsthe Closing.
Appears in 1 contract
Public Disclosures. Subject Neither Party will issue, or cause or permit its Affiliates to the further provisions of this Sectionissue, neither Party shall originate any written publicitysecurities filing, news press release or public announcement, whether statement with respect to the public or press, concerning transactions contemplated by this Agreement, including Agreement that expressly names the subject matter to which it relates, performance under it other Party or any Affiliate of its terms, or any amendment hereto save only such announcements that are ithe other Party (a “Public Disclosure”) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or without the applicable rules prior written consent of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approvalwhich consent will not be unreasonably withheld, any question and answer sheet conditioned or similar materials (“Q & A”) delayed. If either Party desires to issue a Public Disclosure, then prior to using any issuance such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded, it will give a copy of the proposed Public Disclosure to the other Party at least for its review, comment and approval. If no objection or comments are received from the other Party within three (3) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that Business Days after the other Party will have an opportunity receives such proposed Public Disclosure for review, consent to comment upon such Public Disclosure shall be deemed given by the announcement or filingreviewing Party. To Notwithstanding the extent that the receiving foregoing, if a Party reasonably requests determines, in consultation with its legal counsel, that a Public Disclosure, including without limitation any information in filing by such Party or its affiliates with the materials proposed Securities and Exchange Commission (the “SEC”), is reasonably required by applicable law or regulation (“Required”) with respect to be disclosed be maintained as confidentialthe execution of this Agreement, then for such initial Required Public Disclosure (the “Initial Required Disclosure”) the other Party agrees to commence the foregoing review process prior to the Effective Date and conclude the same within one (1) Business Day after the Effective Date. If an additional Public Disclosure is Required subsequent to an Initial Required Disclosure filed by a Party after the execution of this Agreement (an “Additional Required Disclosure”), the disclosing filing Party shall use commercially reasonable efforts may (but is not obligated to) obtain the review and consent of the other Party as aforesaid if, but only if, such Additional Required Disclosure both (a) is consistent with such Party’s standard practices in connection with filings by such Party or its Affiliates with the SEC or any stock exchange rule applicable to request confidential treatment such Party or its Affiliates, and (b) does not include material information regarding this Agreement, the transactions that are the subject of this Agreement, or the Parties that was not disclosed as a part of such information pursuant to Rule 406 Party’s Initial Disclosures. The provisions of this Section shall survive the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (Closing or any other applicable regulation relating to the confidential treatment earlier termination of information), except to the extent that the disclosing Party receives advice from its legal counsel that such Confidential Information is required to be disclosed under applicable laws or regulationsthis Agreement.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Cim Real Estate Finance Trust, Inc.)
Public Disclosures. Subject Upon the execution of this Agreement and upon the Closing, Buyer and Seller shall release a mutually agreed upon press release. From and after the Agreement Date until the Closing or earlier valid termination of this Agreement pursuant to Article 10, neither Buyer nor Seller shall, and Buyer and Seller shall cause each of their respective Subsidiaries and its and their respective directors, officers, employees, Affiliates and Representatives not to, directly or indirectly, issue any press release or other public statement relating to the further provisions terms of this SectionAgreement or the transactions contemplated hereby that discloses any additional information regarding the same or that is otherwise inconsistent with the agreed press release(s), neither or uses the name of the other Party shall originate or its Affiliates or refer to the other Party or its Affiliates, directly or indirectly, in connection with the relationship under this Agreement of the Parties and their Affiliates in any written publicitymedia interview, advertisement, news release, press release or public announcementprofessional or trade publication, or in any print media, whether or not in response to an inquiry, without the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any prior written approval of its terms, or any amendment hereto save only such announcements that are i) approved by both parties in which such approval shall not be unreasonable withheld; and ii) required by law (or the applicable rules of any securities exchange or market on which a Party’s securities are listed or traded) to be made or that are otherwise agreed by the Parties or expressly permitted in this Agreement. Such announcements shall be factual and as brief as reasonable under the circumstances. In addition, each Party agrees to submit to the other Party, for review and written approval, any question and answer sheet except that (a) Buyer or similar materials (“Q & A”) prior Seller may issue such release or statement or make such other disclosures as they may reasonably determine is necessary to using such materials as the basis for written or oral disclosures, which written or oral disclosures must, in any event, be consistent in content comply with the information contained in the approved Q & A. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, and shall be consistent with any approved Q & A relating thereto. Once information has been approved for disclosure as part of an approved Q & A or publication under this Section, either Party may use such approved information in written publicity, news releases, public announcements and other future communications with Third Parties. If a Party decides to make an announcement or any filing with a governmental agency or securities exchange or market as required by law applicable Law or the applicable rules and regulations of any national securities exchange exchange, (b) the Parties may issue any press release or market on which a Party’s securities are listed make other public announcement (including to analysts or traded, it will give the other Party at least three (3investors) calendar days advance notice, where possible, of the text of the announcement or content of the filing so that the other Party will have an opportunity to comment upon the announcement or filing. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed be maintained as confidential, the disclosing Party shall use commercially reasonable efforts to request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating to the confidential treatment of information), except to the extent that such release or announcement only contains information previously publicly disclosed in accordance with this Section 6.5 or is otherwise consistent in all material respects with previous statements made jointly by Xxxxx and Seller or with the disclosing permission of the other Party receives advice from and (c) Buyer or Seller may disclose any information concerning the transactions contemplated hereby which it deems appropriate in its legal counsel that reasonable judgment, in light of its status as a publicly owned company, including to securities analysts and institutional investors and in press interviews; provided that, in the case of the foregoing clauses (a) through (c), to the extent in the good faith judgment of such Confidential Information Party it is required reasonably practicable to be disclosed do so, such Party shall provide the other Party with a reasonable opportunity in light of the circumstances to review such Party’s intended communication (to the extent made in writing) and consider in good faith modifications to the intended communication reasonably requested by the other Party. During the Pre-Closing Period, the Parties shall cooperate in good faith to agree on a communications plan with respect to the announcement of the Purchase Transaction and the implementation thereof to their respective employees, consultants, customers and vendors, including in connection with complying with their obligations under applicable laws or regulationsSection 2.5(a) and as contemplated by the TSA.
Appears in 1 contract