Public Statement and Press Releases Sample Clauses

Public Statement and Press Releases. Neither the Company on the one hand, nor Parent or Merger Sub, on the other hand, without the prior written consent of the other, or except as required by law in the judgment of outside legal counsel for such party or legal process, shall make any press release or other public statement concerning this Agreement or the transactions contemplated by this Agreement; provided, however, that nothing in this Section 10.1 shall be deemed to prohibit any party hereto from making any disclosure which its counsel deems necessary or advisable in order to fulfill such party's disclosure obligations imposed by law or the rules of any national securities exchange or automated quotation system. Parent and Merger Sub each agrees that the discussion (to the extent permitted under applicable securities laws) of the transactions contemplated hereby by the Company with the Company Entities' lenders, the Company Entities' Affiliates (and their respective directors, officers, employees, partners and stockholders), the Company's counsel or other professional advisors, and any Person whose consent or waiver may be necessary or desirable in order to consummate the transactions contemplated hereby, shall not be deemed to be "intended for" or to "result in public dissemination," for the purposes of the foregoing sentence. The Company agrees that the discussion (to the extent required under applicable securities laws) of the transactions contemplated hereby by Parent with Parent's lenders and stockholders, Parent's Affiliates (and their respective directors, officers, employees, partners and stockholders), Parent's counsel or other professional advisors, and any Person whose consent or waiver may be necessary or desirable in order to consummate the transactions contemplated hereby shall not be deemed to be "intended for" or to "result in public dissemination," for the purposes of this Section 10.1.
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Public Statement and Press Releases. Each of the Parties agrees that it shall not, without the prior written consent of the other Parties, make any press release or other public statement concerning this Agreement or the transactions contemplated hereby; provided, however, that (i) the Purchaser shall prepare a press release regarding the execution of this Agreement and the transactions contemplated hereby (the content of which shall be subject to approval by the Stockholder's Representative, which shall not be unreasonably withheld), which shall be issued within two (2) Business Days of the date hereof, (ii) nothing in this Section 5.3 shall be deemed to prohibit any party hereto from making any disclosure which is consistent in all material respects with the press releases issued pursuant to clause (i) or (iii) nothing in this Section 5.3 shall be deemed to prohibit any Party from making any disclosure which its counsel deems necessary in order to fulfill such Party's disclosure obligations imposed by law, legal process or the rules of any national securities exchange or automated quotation system, so long as the disclosing Party informs the other Party of its determination prior to such disclosure and considers in good faith the other Party's comments with respect to such disclosure.
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Public Statement and Press Releases. Each of the Parties agrees that it shall not, without the prior written consent of the other Parties, make any press release or other public statement concerning this Agreement or the transactions contemplated hereby; provided, however, that (i) the Parties shall mutually agree upon their respective initial press releases regarding the execution of this Agreement and the transactions contemplated hereby, (ii) nothing in this Section 5.10 shall be deemed to prohibit any party hereto from making any disclosure which is consistent in all material respects with the press releases issued by either Party pursuant to clause (i) or, (iii) nothing in this Section 5.10 shall be deemed to prohibit any party hereto from making any disclosure which its counsel deems necessary in order to fulfill such Party’s disclosure obligations imposed by law, legal process or the rules of any national securities exchange or automated quotation system, so long as the disclosing Party consults with the other Parties prior to such disclosure and considers in good faith the other Parties’ considerations with respect to such disclosure.
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Public Statement and Press Releases. Neither Seller nor Buyer, without the prior written consent of the other, or except as required by law in the judgment of outside legal counsel for such party or legal process, shall release any information concerning this Agreement or the transactions contemplated by this Agreement, if such release is intended for or is reasonably likely to result in public dissemination thereof. Buyer agrees that the discussion (to the extent permitted under applicable securities laws) of the transactions contemplated hereby by Seller with
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Public Statement and Press Releases. Each of the Parties agrees that it shall not, without the prior written consent of the other Parties, make any press release or other public statement (other than the Proxy Statement) concerning this Agreement, the Shareholder Agreement or the transactions contemplated hereby or thereby, including the Merger; provided, however, that (i) the Parties shall mutually agree upon their respective initial press releases regarding the execution of this Agreement and the transactions contemplated hereby, (ii) nothing in this Section 5.10 shall be deemed to prohibit any Party or any of its affiliates from making any disclosure that is consistent in all material respects with the press releases issued by either Party pursuant to clause (i) and (iii) nothing in this Section 5.10 shall be deemed to prohibit any Party or any of its affiliates from making any disclosure that its counsel deems necessary in order to fulfill such Party’s or affiliate’s disclosure obligations imposed by Legal Requirements or the rules of any national securities exchange or automated quotation system, so long as the disclosing Party (on behalf of itself or its affiliates, as applicable) consults with the other Parties prior to such disclosure.
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Public Statement and Press Releases. Buyer will hold in strict confidence any data or information regarding Xxxxx Oil that has not already been placed into the public domain by Xxxxx Oil. All notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be planned and coordinated by the unanimous consent of all parties hereto. All such notices shall be in form and substance as necessary to comply with all applicable laws and regulations. The parties agree to promptly cooperate in connection with the preparation and dissemination of a press release regarding the transactions described in this Agreement and the filing of a report on Form 8-K with respect thereto.
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Public Statement and Press Releases 
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Related to Public Statement and Press Releases

  • SEC Filings and Press Releases To Agent and Lenders, promptly upon their becoming available, copies of: (i) all Financial Statements, reports, notices and proxy statements made publicly available by any Credit Party to its security holders; (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Credit Party with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority; and (iii) all press releases and other statements made available by any Credit Party to the public concerning material changes or developments in the business of any such Person.

  • Press Releases The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.

  • Public Statements The parties hereto shall consult with each other and no party shall issue any public announcement or statement with respect to the transactions contemplated hereby without the consent of the other parties, unless the party desiring to make such announcement or statement, after seeking such consent from the other parties, obtains advice from legal counsel that a public announcement or statement is required by applicable law.

  • Press Releases and Announcements No Party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing Party shall use reasonable efforts to advise the other Parties and provide them with a copy of the proposed disclosure prior to making the disclosure).

  • Press Releases, Etc Any press release issued by the Company shall not disclose any of the Financing Terms and the final form of such press release shall be approved in advance in writing by the Investors. No other announcement regarding any of the Financing Terms in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without the Investors’ prior written consent.

  • Press Release and Announcements No press release related to this Agreement or the transactions contemplated hereby, or other announcements to the employees, customers or suppliers of Seller, shall be issued without the joint approval of Purchasers and Seller. No other public announcement related to this Agreement or the transactions contemplated hereby shall be made by either party, except as required by law, in which event the parties shall consult as to the form and substance of any such announcement required by law.

  • Press Releases and Public Announcements No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure).

  • Press Release The Company and the Investor agree that the Company shall issue a press release announcing the Offering prior to the opening of the financial markets in New York City on the business day immediately after the date hereof.

  • Press Releases and Communications No press release or public announcement related to this Agreement or the transactions contemplated herein or any other announcement or communication to the employees, purchasers, or suppliers of the Company or any of its Subsidiaries shall be issued or made by any party hereto without the joint approval of Buyer and the Sellers, unless required by applicable Laws (in the reasonable opinion of counsel) in which case Buyer and the Sellers shall have the right to review and provide suggested comments concerning the disclosure contained in such press release, announcement or communication prior to issuance, distribution or publication.

  • SEC Filings; Financial Statements; Information Provided (a) All forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2001 (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis and (ii) were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, and the Exchange Act, as the case may be, applicable to such Company SEC Reports. None of the Company SEC Reports when filed, after giving effect to any amendments and supplements thereto filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. As used in this Section 3.4(a), the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained in the Company SEC Reports (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q under the Exchange Act or for normal year-end adjustments) and (iii) fairly presented or will fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments that have not been and are not expected to be material to the Company. The unaudited balance sheet of the Company as of June 30, 2004 is referred to herein as the “Company Balance Sheet.” (c) The information to be supplied by the Company for inclusion in the registration statement on Form S-4 pursuant to which the Company Series A Preferred Stock issued in the Merger and the Company Common Stock issuable upon conversion of the Company Series A Preferred Stock will be registered under the Securities Act (including any amendments or supplements, the “Registration Statement”), shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement not misleading. The information to be supplied by the Company for inclusion in the joint proxy statement/prospectus (the “Proxy Statement”) to be sent to the stockholders of the Company in connection with the meeting of the Company’s stockholders to consider the adoption of this Agreement and the Merger (the “Company Meeting”) and the Partners in connection with the Fund Consent Solicitation (as herein defined) shall not, on the date the Proxy Statement is first mailed to stockholders of the Company and the Partners, at the time of the Company Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Meeting or the solicitation of consents in connection with the Fund Consent Solicitation which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company, any Affiliate (as defined below) of the Company, or any officers or directors of any of them, should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company shall promptly inform the Fund. As used in this Agreement, the term

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