Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or prior to the Closing, any other announcement or communication to the employees, customers or suppliers of the Companies related to this Agreement or the transactions contemplated herein, shall be issued or made by any party hereto without the joint written approval of the Buyer and the Representative, unless required by law (in the reasonable opinion of counsel) in which case the Buyer and the Representative shall have the right to review such press release, announcement or communication prior to its issuance, distribution or publication.
Press Releases and Communications. All parties shall be included when communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. Unless otherwise directed by the other parties, in all communications, each party shall make specific reference to all other parties.
Press Releases and Communications. The parties agree that the public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto or Affiliate thereof without the joint approval of Buyer and H&H Group; provided, however, that the provisions of this Section 11.01 shall not prohibit (i) any disclosure or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group or their respective Affiliates in order to comply with federal or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made or (ii) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller from making any announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers, suppliers and other business relationships to the extent Seller reasonably determines in good faith that such announcement is necessary or advisable.
Press Releases and Communications. The parties agree that (i) Buyer and the Company and/or Holdings shall each have the right to issue an initial press release with respect to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Merger Closing, any other announcement or communication to the employees, customers or suppliers of the Group Companies, shall be issued or made by any Party or any Affiliate thereof without the joint approval of the Parent and the Seller Representative, except (a) such release or announcement as may be required by Law, in which case the party required to issue or make the release or announcement shall allow (or cause its Affiliate to allow) the other party reasonable time to comment on such release or announcement in advance of such issuance or the making thereof, (b) that the Group Companies shall be permitted to make announcements from time to time to the respective employees, customers, suppliers and other business relations of the Group Companies and otherwise as the Company may reasonably determine is necessary to comply (or cause any other Group Company to comply) with applicable Law; provided that, before making any such announcement, the Group Companies shall give the Parent a reasonable opportunity to review and comment on such announcement and consider in good faith any comments provided by the Parent, and (c) that nothing contained herein shall limit or restrict the right of the Company, the Parent or any of their respective Affiliates in respect of any Action that may arise or be commenced between the Company (if prior to the Merger Closing), the Seller Representative or any Securityholder, on the one hand, and the Parent or any Affiliate thereof, on the other hand. Notwithstanding anything herein to the contrary, (i) any Common Stockholder that is a private equity or venture capital firm may provide information about the subject matter of this Agreement in connection with customary fundraising, marketing, or reporting activities at any time and (ii) a Party or an Affiliate thereof may issue a press release or public announcement related to this Agreement or the transactions contemplated herein that does not disclose the material terms thereof (other than transaction value and the Parties) after the Effective Time without the consent of the other Party.
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made without the approval of the Buyer and the Shareholders’ Representative, unless required by law or stock exchange rule (in the opinion of legal counsel) in which case the Buyer and the Shareholders’ Representative shall have the right to review such press release or announcement prior to publication.
Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement and will not issue, or cause the publication of, any public release or announcement concerning the Transactions without the prior written consent of both Purchaser and the Stockholders’ Representative (such consent shall not be unreasonably withheld, conditioned or delayed; provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms of the Transactions or any financial information of the other party). Notwithstanding the foregoing, (i) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law or the rules or regulations of any securities exchange (in which case, the party hereto required to make the release or announcement shall allow the other party hereto reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (ii) the foregoing shall not restrict or prohibit the Company and its Affiliates from making any announcement to the Acquired Companies’ employees, Franchisees, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iii) any party or any party’s Affiliates who is an investment fund may disclose the terms of the Transactions and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s business. Each party hereto shall be responsible for any breach of this Section 5.06 by one or more of its Affiliates.
Press Releases and Communications. The parties shall consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby, and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing contained herein will limit any party from making (or require the other party’s consent to) any announcements, statements or acknowledgments that such party is required by applicable Law to make, issue or release. Subject to and without limiting the foregoing, the parties agree that (a) the initial press release with respect to this Agreement and the transactions contemplated hereby shall be a press release of Holdings with the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; and (b) any press releases or other public disclosures related to this Agreement or the transactions contemplated hereby at or after the Closing shall, if at all, be made (i) by Holdings with the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, or (ii) by Seller with the prior written consent of Holdings, which consent shall not be unreasonably withheld, conditioned or delayed.
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Effective Time, any other announcement or communication related to this Agreement or the transactions contemplated herein (other than by the Company, any of its Subsidiaries or any of their respective officers, employees and agents in accordance with a communication plan mutually agreed upon with Parent) shall be issued or made without the joint approval of Parent and the Representative, unless, and only to the extent, required by Law, by stock exchange or any regulatory or supervisory body or authority of competent jurisdiction to which the relevant party is subject or submits, whether or not such requirement has the force of law (in the reasonable opinion of counsel) in which case, to the extent reasonably practicable, Parent and the Representative shall have the right to review and comment on such press release or announcement prior to publication; provided, that the Representative shall be entitled to communicate with and may disclose the terms and the existence of this Agreement and the transactions contemplated herein to its Affiliates in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein to their respective investors and prospective investors in connection with their fundraising and reporting activities; provided, further, that the foregoing shall not prohibit Parent or its Affiliates from answering questions presented on investor calls or similar forums. Notwithstanding the foregoing (a) promptly after execution of this Agreement, Ultimate Parent will file a Current Report on Form 8-K pursuant to the Exchange Act of 1934, as amended, to report the execution of this Agreement and attaching this Agreement as an exhibit thereto and will issue a press release announcing the same, each, in a form that has been made available to the Representative prior to the execution of this Agreement and on which the Representative has had an opportunity to review and comment, (b) each party hereto may make announcements to their respective employees or other business relations that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement, and (c) following the Closing, Parent shall be permitted to issue one or more press releases regarding this Agreement and the transactions c...
Press Releases and Communications. Following the Closing, Buyer may issue a press release or public announcement regarding this Agreement or the transactions contemplated herein; provided, that any such press release or public announcement shall not describe, include or otherwise refer to the economic terms of the transactions contemplated by this Agreement.
