SALE OF PUBLICATION Sample Clauses

SALE OF PUBLICATION. If you shall propose to sell any of the publications covered under this Agreement or any successor, whether titled the same or not, you shall give us written notice not less than ninety (90) days prior to any contemplated sale, stating the name of the prospective purchaser and the proposed date of sale. Thereafter you shall keep us fully advised of the progress of any such proposed sale and we shall keep such information confidential. Within sixty (60) days after receipt of such notice, we shall advise you in writing as to whether we will consent to an assignment of your rights and obligations under this Agreement to the prospective purchaser. Our consent shall be based upon the financial strength of the proposed purchaser and shall not be unreasonably withheld. If we shall consent, you shall require the purchaser concurrently with the consummation of such sale, to assume all your obligations under this Agreement by an instrument in writing satisfactory to us for a minimum period of one hundred and twenty (120) days. If we shall not consent to the assignment by you to such prospective purchaser, this Agreement shall terminate upon the first to occur of the following events: (i) the consummation of such sale, or (ii) the expiration of one hundred and eighty (180) days after we advise you that we will not consent to the proposed assignment, unless within such one hundred and eighty (180) days period you notify us that you do not propose to consummate such sale.
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SALE OF PUBLICATION. If Stereophile desires to sell either COMPACT DISC REVIEW DIGEST or BEST RATED CDS (or an interest therein) to any person, Stereophile shall give Valley a right of first refusal on such sale. Valley will have thirty (30) days after the giving of written notice by Stereophile to agree to match any offer and an additional fifteen (15) days to close. The right of first refusal will not apply to a sale of all, or substantially all, of the stock or assets of Stereophile. If Valley elects not to exercise its rights pursuant to this Section, Stereophile may complete the sale which was the subject of the notification but only at the price, on the terms and to the buyer specified in the notification. Upon sale of either COMPACT DISC REVIEW DIGEST or BEST RATED CDS to any person by Stereophile, the license granted in this Agreement to Stereophile by Valley to use the SCHWANN trademark in connection with the publication which was sold shall cease, and the buyer shall not be entitled to nor have the right to use the SCHWANN trademark for any purpose. CONTRIBUTION AND SHAREHOLDERS AGREEMENT VALLEY RECORD DISTRIBUTORS, INC. -- STEREOPHILE, INC.
Sample 1
SALE OF PUBLICATION. 15.1 If Publisher proposes to sell the whole or any part of the Catalog Program, or to sell all or any of its Affiliates (or the business and assets of any such Affiliates), (or any agreement is entered into by any of its Affiliates for the sale of all or any of its Affiliates (or the business and assets of any such Affiliates) or if the Publisher proposes to dispose of its business and assets or any part thereof, the Publisher shall use its best efforts to notify and advise Printer in advance of any such sale giving Printer details of the name or any prospective purchaser, and the proposed date of any sale. Publisher shall keep Printer fully advised of the progress of any such proposed sale and Printer shall keep such information confidential. Publisher shall, in any event, procure that, concurrently with the consummation of any such sale, the purchaser shall enter into an agreement with Printer, in terms substantially the same as those set out in this Agreement such terms to be satisfactory to both Printer and Publisher, pursuant to which such purchaser shall agree to purchase its entire printing requirements for any catalogs to be published by such purchaser and which catalogs prior to any such sale would have formed part of the Catalog Program and so that such purchaser shall assume all of Publishers obligations hereunder.
Sample 1
SALE OF PUBLICATION. For purposes of this Agreement, Sale of Publication is defined as (i) the transfer, by sale, acquisition or otherwise, of any Magazine, whether titled the same or not, covered by this Agreement; (ii) the transfer, by purchase, merger, acquisition or otherwise, of all or substantially all of Publisher’s assets; or (iii) the transfer, whether by acquisition, merger, sale, tender offer or otherwise, of a controlling interest in American Media, Inc. or American Media Operations, Inc. In the event of a Sale of Publication, Publisher shall give Donnelley written notice as soon as practicable, consistent with Publisher’s non-disclosure obligations stating the name of the prospective purchaser and the proposed date of sale. Thereafter and whether or not Donnelley shall consent to an assignment as hereinafter provided, Publisher shall keep Donnelley fully advised of the progress of any such proposed sale, subject to Publisher’s non-disclosure obligations, and Donnelley shall keep such information confidential. Within 60 days after receipt of such notice, Donnelley shall advise Publisher in writing as to whether Donnelley will consent to an assignment of Publisher’s rights and obligations under this Agreement to the prospective purchaser. If Donnelley shall consent, Publisher shall use its best efforts to require the purchaser concurrently with the consummation of such sale, to assume all of Publisher’s obligations under this Agreement or such portion thereof as relates to the publication being sold by an instrument in writing satisfactory to Donnelley. However, in the event the purchaser does not agree to assume this Agreement with regard to all or any particular portion of the work, or Donnelley does not consent to the assignment by Publisher to the prospective purchaser, and in the event the Magazine(s) affected by the sale are ***, Publisher shall pay Donnelley the proportionate share of termination charges set forth in Exhibit G (“Sale of Publication Proportionate Share”). If titles other than *** are sold, then no Termination Charges shall be due and Publisher shall have no further liability to Donnelley with respect to those titles. *** Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. American Media, Inc. WEEKLIES / AMI COUNTRY MUSIC Page 17 June 11, 2002 SALE OF PUBLICATION (continued) For purposes of this Agreement, the Discontinuance of Publication Proportionate ...
Sample 1

Related to SALE OF PUBLICATION

  • Non-Publication The parties mutually agree not to disclose publicly the terms of this Agreement except to the extent that disclosure is mandated by applicable law or regulation or to their respective advisors (e.g., attorneys, accountants).

  • Advertising and Publicity No Credit Party shall issue or disseminate to the public (by advertisement, including without limitation any “tombstone” advertisement, press release or otherwise), submit for publication or otherwise cause or seek to publish any information describing the credit or other financial accommodations made available by the Lenders pursuant to this Agreement and the other Loan Documents without the prior written consent of the Administrative Agent. Nothing in the foregoing shall be construed to prohibit any Credit Party from making any submission or filing which it is required to make by applicable law or pursuant to judicial process; provided, that, (i) such filing or submission shall contain only such information as is necessary to comply with applicable law or judicial process and (ii) unless specifically prohibited by applicable law or court order, the Borrower shall promptly notify the Administrative Agent of the requirement to make such submission or filing and provide the Administrative Agent with a copy thereof.

  • Review of Public Disclosures All SEC filings (including, without limitation, all filings required under the Exchange Act, which include Forms 10-Q and 10-QSB, 10-K and 10K-SB, 8-K, etc) and other public disclosures made by the Company, including, without limitation, all press releases, investor relations materials, and scripts of analysts meetings and calls, shall be reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants.

  • No Public Announcement Neither Buyer nor Parent ---------------------- shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by law, in which case the other party shall be advised and the parties shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or -------- ------- disclosures necessary to implement the provisions of this Agreement or to comply with the accounting and the Securities and Exchange Commission disclosure obligations or the rules of any stock exchange.

  • Terms of Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

  • Publications Neither Party shall publicly present or publish results of studies carried out under this Agreement (each such presentation or publication a “Publication”) without the opportunity for prior review by the other Party, except to the extent otherwise required by Applicable Law, in which case Section 12.3 shall apply with respect to disclosures required by the SEC and/or for regulatory filings. The submitting Party shall provide the other Party the opportunity to review any proposed Publication at least thirty (30) days prior to the earlier of its presentation or intended submission for publication. The submitting Party agrees, upon request by the other Party, not to submit or present any Publication until the other Party has had thirty (30) days to comment on any material in such Publication. The submitting Party shall consider the comments of the other Party in good faith, but will retain the sole authority to submit the manuscript for Publication; provided that the submitting Party agrees to delay such Publication as necessary to enable the Parties to file a Patent if such Publication might adversely affect such Patent. The submitting Party shall provide the other Party a copy of the Publication at the time of the submission or presentation. Notwithstanding the foregoing, BMS shall not have the right to publish or present Ambrx’s Confidential Information without Ambrx’s prior written consent, and Ambrx shall not have the right to publish or present BMS’ Confidential Information without BMS’ prior written consent. Each Party agrees to acknowledge the contributions of the other Party, and the employees of the other Party, in all publications as scientifically appropriate. This Section 12.4 shall not limit and shall be subject to Section 12.5. Nothing contained in this Section 12.4 shall prohibit the inclusion of information in a patent application claiming, and in furtherance of, the manufacture, use, sale or formulation of a Compound, provided that the non-filing Party is given a reasonable opportunity to review, comment upon and/or approve the information to be included prior to submission of such patent application, where and to the extent required by Article 9 hereof. Notwithstanding the foregoing, the Parties recognize that independent investigators have been engaged, and will be engaged in the future, to conduct Clinical Trials of Compounds and Products. The Parties recognize that such investigators operate in an academic environment and may release information regarding such studies in a manner consistent with academic standards; provided that each Party will use reasonable efforts to prevent publication prior to the filing of relevant patent applications and to ensure that no Confidential Information of either Party is disclosed.

  • No Public Announcements None of the parties hereto shall, without the approval of the other parties (which may not be unreasonably withheld, conditioned, or delayed), make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that such party shall be so obligated by applicable law or regulation, in which case the other parties shall be advised and all parties shall use their best efforts to cause a mutually agreeable release or announcement to be issued.

  • 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).

  • Scientific Publications During the Research Program Term, neither Party shall first publish or first present in a public forum the scientific or technical results of any activity performed pursuant to this Agreement without the opportunity for prior review and comment by the other Party. Each Party agrees to provide the other Party with the opportunity to review any proposed abstract, manuscript or scientific presentation (including any verbal presentation) that relates to its activities performed pursuant to this Agreement during the Research Program Term, at least [**] days prior to its intended submission for publication and agrees, upon request, not to submit any such abstract or manuscript for publication until the other Party is given a reasonable period of time up to [**] to secure patent protection for any material in such publication that it believes to be patentable. Both Parties understand that a reasonable commercial strategy may require delay of publication of information or filing of patent applications first with respect to activities performed or results obtained pursuant to this Agreement during the Research Program Term, or not to publish at all if necessary to preserve trade secrets. The Parties agree to review and decide whether to delay publication of such information to permit filing of patent applications. Neither Party shall have the right to publish or present any Confidential Information of the other Party, except as provided in Section 9.2. After the Research Program Term, each Party and its Affiliates may publish or present results, data or scientific findings of any of their activities without the prior review of the other Party, provided that such publication or presentation does not disclose any of the other Party’s Confidential Information. Nothing contained in this Section 9.3 shall prohibit the inclusion of information necessary for a patent application; provided that the non-filing Party is given a reasonable opportunity to review the information to be included prior to submission of such patent application in accordance with Section 8.2. Nothing contained in this Section 9.3 shall prohibit either Party from disclosing the results, data or scientific findings of any activity performed by the other Party or its Affiliates pursuant to this Agreement without prior review and prior written consent of the other Party, where required, as reasonably determined by the disclosing Party’s legal counsel, by applicable law; provided that if a Party is required by law to make any such disclosure, to the extent it may legally do so, it will give reasonable advance notice to the other Party of such disclosure and will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise).

  • Publications and Public Statements I will obtain the Company’s written approval before publishing or submitting for publication any material that relates to my work at the Company and/or incorporates any Proprietary Information. To ensure that the Company delivers a consistent message about its products, services and operations to the public, and further in recognition that even positive statements may have a detrimental effect on the Company in certain securities transactions and other contexts, any statement about the Company which I create, publish or post during my period of employment and for six (6) months thereafter, on any media accessible by the public, including but not limited to electronic bulletin boards and Internet-based chat rooms, must first be reviewed and approved by an officer of the Company before it is released in the public domain.

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