No Public Disclosure. The Company shall not disclose any holder of Investor Units’ name or identity as an investor in the Company in any press release or other public announcement or in any document or material filed with any governmental entity, without the prior written consent of such Person, unless such disclosure is required by applicable law or governmental regulations or by order of a court of competent jurisdiction, in which case prior to making such disclosure the Company shall give written notice to such Person describing in reasonable detail the proposed content of such disclosure and shall permit such Person to review and comment upon the form and substance of such disclosure.
No Public Disclosure. Without the prior written consent of the others, none of the Company or Acquisition will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken place concerning the transactions contemplated by this Agreement, the existence or contents of this Agreement or any prior correspondence relating to this transactions contemplated by this Agreement, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other parties) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.
No Public Disclosure. No press release or public announcement related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, shall be issued or made by any party hereto (nor will any party permit any of its advisors, employees, agents, representatives or Affiliates to do any thereof) without the prior approval of the Sellers and Purchaser, (a) unless such communication is required by applicable law (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any applicable stock exchange rules (collectively, “Exchange Act Obligations”)) or the regulations or requirements of any securities exchange or over-the-counter market, in which case the Sellers and Purchaser shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for press releases or other public announcements after the Closing by Purchaser or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of the Sellers or their respective Affiliates (other than the Group Companies), or (c) except for press releases or other public announcements after the Closing by Sellers or its Affiliates that do not include the amount of consideration involved hereunder (or any other financial metric such as proceeds, rate of return or multiples of money) or the name of Purchaser or its Affiliates (other than the Group Companies). Nothing herein shall prevent any party hereto or any Affiliate or direct or indirect equityholder thereof which is a private equity or other investment fund from making customary disclosures to its investors or potential investors who are subject to customary confidentiality restrictions. Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) the Sentinel Parties, Vintage Capital Management, LLC (“Vintage”) and their respective Affiliates and representatives may provide to its investors or potential investors who are subject to customary confidentiality restrictions general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance and improvements) in connection with the Sentinel Parties’, Vintage’s or their respective Affiliates’ customary fund raising, marketing, informational ...
No Public Disclosure. (a) Far Beyond and the FB Shareholders hereby acknowledge that they are aware (and that the Far Beyond Representatives who have been apprised of this Agreement and the FB Shareholders' consideration of the Exchange have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder agrees that while it is in possession of material non-public information with respect to the Company and its subsidiaries, such FB Shareholder will not purchase or sell any securities of the Company, or communicate such information to any third party, in violation of any such laws.
(b) Without the prior written consent of the other, neither the FB Shareholder or Far Beyond, on the one hand, nor the Company or Horler, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken place concerning the Exchange, the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.
No Public Disclosure. The Company may not identify, or permit any of its employees, agents, representatives or affiliates to identify, the Purchaser as an investor in the Company in any written or oral communications or issue any press release or other disclosure of the Purchaser’s name or any derivative of any such name (whether in connection with the Company or otherwise), in each case except (i) as authorized in writing by the Purchaser in each such instance or (ii) as required by law, legal process or regulatory request; provided, that the Company shall, to the extent reasonably practicable, notify the Purchaser of such requirement so that the Purchaser (or its affiliate) may seek a protective order or other appropriate remedy protecting such information prior to such disclosure. The foregoing shall not prevent the disclosure of the Purchaser’s name and address and information concerning the number of Company equity securities held by the Purchaser (and no other information concerning the Purchaser or any of its affiliates) (i) in the Company’s filings with the SEC (or an exhibit thereto) if the Company is requested or required to make such disclosure pursuant to the comments from the Staff of the SEC or FINRA or (ii) to the Company’s lawyers, independent accountants and to other advisors and service providers who reasonably require the Purchaser’s information in connection with the provision of services to the Company and are advised of the confidential nature of such information and are obligated to keep such information confidential.
No Public Disclosure. Prior to Closing, all press releases or other dissemination of information to the media or responses to requests from the media for information relating to the transaction contemplated herein shall be subject to the prior written consent of Purchaser and Seller.
No Public Disclosure. Neither party shall make any public statement, announcement, or disclosure to third parties concerning the existence of the Agreement or its terms, the business relationship between the parties or the transactions contemplated hereby, without the prior written approval of the other party except as required by applicable law.
No Public Disclosure. Except for filings by Purchaser under Section 13 of Exchange Act, and of a Current Report on Form 8-K by the Company, neither the Company nor the Purchaser will make any public disclosure concerning the transactions contemplated by this Agreement unless such disclosure has been provided to the other party at least two business days prior to such disclosure, unless such disclosure is required more promptly by applicable law.
No Public Disclosure. Prior to Closing, all press releases or other dissemination of information to the media or responses to requests from the media for information relating to the transaction contemplated herein shall be subject to the prior written consent of both Parties hereto. After Closing, this covenant shall terminate and no longer be binding on either Party.
No Public Disclosure. Neither Seller nor Purchaser will release or cause or permit to be released any press notices, or publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement without first obtaining the written consent of the other party. The foregoing shall not preclude either party from discussing the substance or any relevant details of such transactions with any of its attorneys, accountants, professional consultants, lenders, partners, investors, or any prospective lender, partner or investor, as the case may be, or prevent either party hereto from complying with laws, rules, regulations and court orders, including without limitation, governmental regulatory, disclosure, tax and reporting requirements. Purchaser and Seller may disclose this transaction or any aspect or information related to this transaction or disclosure or other notice as its attorneys deem is reasonably necessary to comply with applicable law. In addition to any other remedies available to a party, each party shall have the right to seek equitable relief, including without limitation, injunctive relief or specific performance, against the other party in order to enforce the provisions of this Section 12.7. The provisions of this Section 12.7 shall survive closing or the termination of this Agreement. {00869287.1} PURCHASE AND SALE AGREEMENT PAGE GSA-Social Security-Norfolk
