Common use of Public Announcements Clause in Contracts

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 48 contracts

Samples: Securities Exchange Agreement (22nd Century Group, Inc.), Securities Exchange Agreement (Exactus, Inc.), Share Exchange Agreement (KBS Fashion Group LTD)

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Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to this Agreement or the Agreement and the Transactions and shall transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 24 contracts

Samples: Agreement and Plan of Merger and Reorganization (Affymetrix Inc), Agreement and Plan of Merger (Mercury Interactive Corp), Agreement and Plan of Merger (Mercury Interactive Corporation)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases release or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 18 contracts

Samples: Share Exchange Agreement (Petroterra Corp.), Share Exchange Agreement (Heavy Earth Resources, Inc.), Securities Exchange Agreement (Rto Holdings Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases release or other public statements with respect to the this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 14 contracts

Samples: Share Exchange Agreement (Smsa Ballinger Acquisition Corp), Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Rio Bravo Oil, Inc.)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases or release, making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationtransactions contemplated hereby and, except as may be required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rule of any national securities exchangesexchange or association, shall not issue any such press release, make any such other public statement or schedule any such press conference or conference call before such consultation.

Appears in 14 contracts

Samples: Agreement and Plan of Merger (Victor Technologies Group, Inc.), Agreement and Plan of Merger (Colfax CORP), Agreement and Plan of Merger (Stifel Financial Corp)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement and the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national its securities exchangesexchange.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Mbia Inc), Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Fred Meyer Inc)

Public Announcements. The Prior to the Closing, the Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 12 contracts

Samples: Share Exchange and Funding Agreement, Share Exchange Agreement (Imperalis Holding Corp.), Share Exchange Agreement (Imperalis Holding Corp.)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases or release, making any other public statements statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationtransactions contemplated hereby and, except as may be required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rule of any national securities exchangesexchange or association, shall not issue any such press release, make any such other public statement, or schedule any such press conference or conference call before such consultation.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Axway Inc.), Agreement and Plan of Merger (24/7 Real Media Inc), Agreement and Plan of Merger (Blue Coat Systems Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange to which Parent or the Company is a party.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (American Airlines Inc), Agreement and Plan of Merger (Novartis Inc), Agreement and Plan of Merger (Howmet International Inc)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree to issue a press release announcing this Agreement.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Applera Corp)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement and the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesthe Exchange.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Tegal Corp /De/), Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Guitar Center Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement and Offer or the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national its securities exchangesexchange.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Dillard Department Stores Inc), Agreement and Plan of Merger (Itt Industries Inc), Agreement and Plan of Merger (Goulds Pumps Inc)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree that the press release announcing the execution and delivery of this Agreement shall be a joint release of Parent and the Company.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Leever Daniel H), Agreement and Plan of Merger (Court Square Capital Partners II LP), Agreement and Plan of Merger (Altra Holdings, Inc.)

Public Announcements. The Company and Parent and will, to the Company will extent practicable, consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions and transactions contemplated herein and, to the extent practicable, shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree to issue a joint press release announcing this Agreement.

Appears in 5 contracts

Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement without the prior to such consultationconsent of the other parties, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange to which Parent or the Company is a party.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Select Medical of Mechanicsburg Inc), Agreement and Plan of Merger (Intensiva Healthcare Corp), 8 Agreement and Plan of Merger (Environmental Systems Products Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the transactions contemplated by this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Lawlaw, court process fiduciary duties or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Dekalb Genetics Corp), Agreement and Plan of Merger (Monsanto Co)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases release or other public statements with respect to the this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Lawlaw, court process or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 5 contracts

Samples: Share Exchange Agreement (Sunrise Global Inc.), Unit Exchange Agreement (Tablemax Corp), Share Exchange Agreement (Fero Industries, Inc.)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or The Nasdaq Stock Market to which Parent or the Company is a party.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Ssi Acquisition Corp), Agreement and Plan of Merger (Healey William L), Agreement and Plan of Merger (Smartflex Systems Inc)

Public Announcements. The Parent Each of Parent, Subsidiary and the Company will shall consult with each other one another before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with in respect to of the Agreement and transactions contemplated by this Agreement, including the Transactions Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable LawLaw or the rules of The Nasdaq National Market, court process or by obligations pursuant to any listing agreement with any national securities exchanges.Inc.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Scherer Healthcare Inc), Agreement and Plan of Merger (Stericycle Inc), Agreement and Plan of Merger (Stericycle Inc)

Public Announcements. The Parent and its Affiliates, on the one hand, and the Company will and its Subsidiaries, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or making any other public statements statement, or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Agreement and the Transactions and transactions contemplated hereby and, except as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange, shall not issue any such press release or make any such other public statement prior to or schedule any such press conference or conference call before such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 4 contracts

Samples: Transaction Agreement (Sovereign Bancorp Inc), Agreement and Plan of Merger (CVS Caremark Corp), Agreement and Plan of Merger (Longs Drug Stores Corp)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the transactions contemplated by this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Kysor Industrial Corp /Mi/), Agreement and Plan of Merger (Scotsman Industries Inc), Agreement and Plan of Merger (Alexander & Alexander Services Inc)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the reasonable opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree that the press release announcing the execution and delivery of this Agreement shall be a joint release of Parent and the Company.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Pinnacle Gas Resources, Inc.), Agreement and Plan of Merger (Cumulus Media Inc), Agreement and Plan of Merger (Dollar General Corp)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to the this Agreement and the Transactions and shall transactions contemplated hereby and, except as may be required by applicable law, will not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Scioto Downs Inc), Agreement and Plan of Merger (MTR Gaming Group Inc), Agreement and Plan of Merger (Colonial Downs Holdings Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to this Agreement, the Agreement and Offer or the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or trading system to which Parent or the Company is a party. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement is set forth in Exhibit B to this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Us Unwired Inc), Agreement and Plan of Merger (Us Unwired Inc), Agreement and Plan of Merger (Sprint Corp)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases release or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 4 contracts

Samples: Share Exchange Agreement (Banjo & Matilda, Inc.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to the this Agreement and the Transactions transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior to such consultationconsent of the other party, except which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange may be issued prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other party.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Chevrontexaco Corp), Agreement and Plan of Merger (Unocal Corp), Agreement and Plan of Merger (Texaco Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and or the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (All for One Media Corp.), Agreement and Plan of Merger, Agreement and Plan of Merger (Marathon Patent Group, Inc.)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Offer, the Merger or this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to the rules of the Commission or any listing agreement with any national its securities exchangesexchange.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (National Education Corp), Agreement and Plan of Merger (National Education Corp), Agreement and Plan of Merger (Nick Acquisition Corp)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement (including any broadly issued statement or announcement to employees) with respect to this Agreement or the Agreement and the Transactions and shall transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Gannett Co Inc /De/), Agreement and Plan of Merger (Pulliam Myrta J)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to the this Agreement and the Transactions and shall transactions contemplated hereby and, except for any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Ibp Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement without the prior to such consultationapproval of the Chief Executive Officer of both Parent and the Company, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange to which Parent or the Company is a party, in which case reasonable advance notice shall be given to the other party where practicable.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to the this Agreement and or the Transactions and shall and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gn Great Nordic LTD), Agreement and Plan of Merger (Fcy Acquisition Corp), Agreement and Plan of Merger (Inamed Corp)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree to issue a joint press release announcing this Agreement in the form previously agreed to by the parties.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (K Tron International Inc), Agreement and Plan of Merger (Hillenbrand, Inc.)

Public Announcements. The Parent and the Company will shall consult with each other before issuingother, and provide each other the opportunity to review and comment uponshall mutually agree, before issuing any press releases or release, before making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationtransactions contemplated hereby and, except as may be required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rule of any national securities exchangesexchange or association, shall not issue any such press release, make any such other public statement or schedule any such press conference or conference call before such consultation and agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ade Corp), Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Kla Tencor Corp)

Public Announcements. The Prior to the Effective Time, Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to this Agreement or the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationtransactions contemplated hereby, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with with, or any rules of, a national securities exchangesexchange, in which case the issuing party will use its reasonable best efforts to consult with the other party before it issues any such press release or makes any such public statement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or making any other public statements statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the Agreement and the Transactions and transactions contemplated hereby and, except as may be required by applicable law, order of a court of competent jurisdiction or any listing agreement with or rule of NASDAQ, shall not issue any such press release or make any such other public statement prior to or schedule any such press conference or conference call before such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Peoplesoft Inc), Agreement and Plan of Merger (Oracle Corp /De/)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree to issue a joint press release announcing the execution and delivery of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Waste Industries Usa Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc/), Agreement and Plan of Merger (Kinder Morgan Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement and the Transactions transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to reaching mutual agreement on the language of such consultationpress release or such public statement, except as may otherwise be required by applicable Lawlaw, court process regulation or by obligations pursuant to any listing agreement with any national securities exchangesstock exchange rule.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (Crystal River Capital, Inc.), Agreement and Plan of Merger (Criimi Mae Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review review, comment upon and comment uponconcur with, any press releases release or other public statements statement with respect to the Agreement transactions contemplated by this Agreement, including the Offer and the Transactions Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as either party may be determine is required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Talley Industries Inc), Agreement and Plan of Merger (Score Acquisition Corp), Agreement and Plan of Merger (Talley Manufacturing & Technology Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and make reasonable comment upon, any press releases release or other making any public statements statement with respect to this Agreement, the Agreement Transaction Documents and the Transactions transactions contemplated hereby and thereby and, except as may be required by applicable Law, in which case reasonable notice shall be given to the other party, will not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 3 contracts

Samples: Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (Amc Entertainment Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the existence of this Agreement and or the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Microwave Transmission Systems Inc), Agreement and Plan of Merger (Rushmore Financial Group Inc), Agreement and Plan of Merger (Greenbriar Corp)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the reasonable opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Integral Systems Inc /Md/), Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to this Agreement or the Agreement and the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or trading system to which the Parent or the Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fritz Companies Inc), Agreement and Plan of Merger (United Parcel Service Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and and/or the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Spiral Energy Tech., Inc.), Agreement and Plan of Reorganization (Fuse Science, Inc.)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated hereby and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree to issue a joint press release announcing this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dresser-Rand Group Inc.)

Public Announcements. The Parent and the Company will -------------------- shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange to which Parent or the Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ren Corp Usa), Agreement and Plan of Merger (Cobe Laboratories Inc)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein, and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with NASDAQ or any other national securities exchangesexchange. Parent and the Company agree to issue a joint press release announcing the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De)

Public Announcements. The Parent Parent, on the one hand, and the Company will Company, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases release or other public statements with respect to the Agreement Exchange and the other Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Share Exchange (Cap Rock Energy Corp), Agreement and Plan of Share Exchange (Semco Energy Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement Offer, the Merger and the Transactions other transactions contemplated hereby, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.except

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bayer Corp), Agreement and Plan of Merger (Bayer Corp)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the reasonable opportunity to review and comment upon, upon any the issuance of any press releases release or other public statements with respect statement or comment relating to this Agreement or the transactions contemplated by this Agreement and the Transactions and shall not issue any such press release or make any such public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Applicable Law or by any obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree to issue a joint press release announcing this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Urs Corp /New/), Agreement and Plan of Merger (Washington Group International Inc)

Public Announcements. The Parent and the Company will -------------------- shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or The Nasdaq Stock Market to which Parent or the Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Durakon Industries Inc), Agreement and Plan of Merger (Lpiv Acquisition Corp)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases or release, making any other public statements statement, or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationtransactions contemplated hereby and, except as may be required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rule of any national securities exchangesexchange or association, shall not issue any such press release, make any such other public statement or schedule any such press conference or conference call without the other party’s consent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Powerdsine LTD)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases release or other public statements with respect to the this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 2 contracts

Samples: Unit Exchange Agreement (ComHear, Inc.), Unit Exchange Agreement (Playbutton Acquisition Corp.)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to this Agreement, the Agreement and Initial Offer, the Transactions Subsequent Offer or the Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or trading system to which Parent or the Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Showpower Inc)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release relating to this Agreement or other public statements with respect to the Agreement and the Transactions transactions contemplated herein and shall not issue any such press release or make any such public statement prior to such consultation, consultation except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange or similar applicable self-regulatory organization.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Newgen Results Corp), Agreement and Plan of Merger (Teletech Holdings Inc)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange or automated quotation system. Parent and the Company agree to issue a joint press release announcing this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stealth Acquisition Corp.), Agreement and Plan of Merger (Safenet Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide give each other the opportunity to review and comment upon, any press releases release or other public statements statement with respect to the Agreement and Merger or the other Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as otherwise may be required by applicable Law, court process or NYSE rule, regulation or listing agreement. The parties agree that the initial press release to be issued with respect to the Merger and the other Transactions shall be in the form mutually agreed to by obligations pursuant to any listing agreement with any national securities exchangesthe parties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Emergency Medical Services CORP)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to this Agreement or the Agreement and the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to the rules or regulations of any listing agreement with any national United States or non-United States securities exchangesexchange or NASDAQ. The parties have agreed upon the form of a joint press release announcing the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bio Logic Systems Corp), Agreement and Plan of Merger (Natus Medical Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement without the prior to such consultationapproval of the Chief Executive Officer of both Parent and the Company, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange to which Parent or the Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hills Stores Co /De/), Agreement and Plan of Merger (HSC Acquisition Corp)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to this Agreement or the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationtransactions contemplated hereby, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with with, or any rules of, a national securities exchangesexchange, in which case the issuing party will use its commercially reasonable efforts to consult with the other party before it issues any such press release or makes any such public statement; provided, however, that the foregoing shall not apply with respect to any matter addressed in Section 6.5.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ecollege Com), Agreement and Plan of Merger (1 800 Contacts Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to this Agreement or the Agreement and the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any a national securities exchanges.exchange or trading system to which Parent or the Company is a party. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement will be substantially in the form attached as Exhibit C.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ubiquitel Inc), Agreement and Plan of Merger (Alamosa Holdings Inc)

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Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or making any other public statements statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the Agreement and the Transactions and transactions contemplated hereby and, except as may be required by applicable law, order of a court of competent jurisdiction or any listing agreement with or rule of any securities exchange or association, shall not issue any such press release or make any such other public statement prior to or schedule any such press conference or conference call before such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Transkaryotic Therapies Inc), Agreement and Plan of Merger (Shire Pharmaceuticals Group PLC)

Public Announcements. The Parent and the Company will shall consult with -------------------- each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any transaction contemplated herein and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or the Nasdaq National Market to which Parent or Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intermedia Communications of Florida Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review review, comment upon and comment uponconcur with, any press releases release or other public statements statement with respect to the Agreement transactions contemplated by this Agreement, including the Offer and the Transactions Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as either party may be determine is required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange or the NASDAQ Stock Market.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JLG Industries Inc), Agreement and Plan of Merger (Gradall Industries Inc)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the reasonable opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated by this Agreement and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vought Aircraft Industries Inc), Agreement and Plan of Merger (Triumph Group Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and or the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or the NASDAQ/NMS to which Parent or the Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McFarland Energy Inc), Agreement and Plan of Merger (McFarland Energy Inc)

Public Announcements. The Parent and the Company will shall -------------------- consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement and Offer or the Transactions Merger and shall not issue any such press release or make any such public statement prior to before such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mhi Group Inc), Agreement and Plan of Merger (Mhi Group Inc)

Public Announcements. The Parent and the Company will shall each use their reasonable best efforts to consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases or other making any public statements statement with respect to the transactions by this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Home Foods Inc), Agreement and Plan of Merger (Conagra Inc /De/)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to this Agreement or the Agreement and the Transactions and shall transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release releases or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mascotech Inc), Agreement and Plan of Merger (Simpson Industries Inc)

Public Announcements. The Parent and the Company will shall -------------------- consult with each other before issuing, and provide each other the opportunity to review review, comment upon and comment uponconcur with, any press releases release or other public statements statement with respect to the Agreement transactions contemplated by this Agreement, including the Offer and the Transactions Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as either party may be determine is required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Provantage Health Services Inc), Agreement and Plan of Merger (Shopko Stores Inc)

Public Announcements. The Parent and the Company will shall --------------------- consult with each other before issuing, and provide each other the opportunity to review review, comment upon and comment uponconcur with, any press releases release or other public statements statement with respect to the Agreement transactions contemplated by this Agreement, including the Offer and the Transactions Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as either party may be determine is required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan of Merger (Merck & Co Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to this Agreement or the Agreement and the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange to which Parent or the Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Comcast Corp), Agreement and Plan of Merger (Sybron Chemicals Inc)

Public Announcements. The Each of Parent and the Company will consult with each other one another before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement and transactions contemplated by this Agreement, including, without limitation, the Transactions Share Exchange, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national a securities exchangesexchange, as determined by Parent or the Company, as the case may be.

Appears in 2 contracts

Samples: Agreement and Plan of Share (Franklin Resources Inc), Agreement and Plan of Share (Franklin Resources Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the transactions contemplated by this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Lawlaw, court process or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc)

Public Announcements. The Parent and the Company will attempt in good faith to consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement and Offer or the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan (Misys PLC), Agreement and Plan of Merger (C Ats Software Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release, having any communication with the press (whether or not for attribution) or making any other public statements statement, or scheduling any press conference or conference call with investors or analysts, with respect to the this Agreement and or the Transactions and and, except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release or make any such other public statement prior to or schedule any such press conference or conference call before such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Universal Hospital Services Inc), Agreement and Plan of Merger (Emergent Group Inc/Ny)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to this Agreement, any Transaction or the Agreement and Company's earnings for the Transactions first quarter of 1998, and shall not issue any such press release or make any such public statement without the prior to such consultationconsent of the other parties, except and until as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange to which Parent or the Company is a party. Section 6.10.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Moneygram Payment Systems Inc), Agreement and Plan of Merger (Viad Corp)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the reasonable opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated by this Agreement and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree to issue a joint press release announcing this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ness Technologies Inc), Agreement and Plan of Merger (Osi Restaurant Partners, Inc.)

Public Announcements. The Parent and the Company will shall (i) consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release, making any filing with the SEC or other CBF or otherwise making any public statements with respect to the Share Exchange, this Agreement and the Transactions transactions contemplated hereby and shall (ii) not issue any such press release release, make any SEC or CBF filing or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Share Exchange (Delhaize America Inc), Agreement and Plan of Share Exchange (Etablissements Delhaize Freres Et Cie Lelion Sa)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or foreign securities exchange to which Parent or the Company is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Imo Industries Inc), Agreement and Plan of Merger (Ud Delaware Corp)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases release or other written public statements with respect to the Agreement and the Transactions transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or . The parties agree that the initial press release to be issued with respect to the transactions contemplated by obligations pursuant this Agreement will be in the form agreed to any listing agreement with any national securities exchangesby the parties hereto prior to the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Inland Retail Real Estate Trust Inc), Agreement and Plan of Merger (Developers Diversified Realty Corp)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or making any other public statements statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the Agreement and the Transactions and transactions contemplated hereby and, except as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange, shall not issue any such press release or make any such other public statement prior to or schedule any such press conference or conference call before such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kla Tencor Corp), Agreement and Plan of Merger (Therma Wave Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases or release, making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationtransactions contemplated hereby and, except as may be required by applicable Lawlaw, order of a court process of competent jurisdiction or by obligations pursuant to any listing agreement with or rule of any national securities exchangesexchange or association, shall not issue any such press release, make any such other public statement or schedule any such press conference or conference call before such consultation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Barra Inc /Ca)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review review, comment upon and comment uponconcur with, any press releases release or other public statements with respect to the Agreement and Agreement, the Transactions and shall not issue Merger, the Closing or the performance of any such press release duties or make any such public statement prior to such consultationtransactions required hereunder, except as may be otherwise required by applicable Law, court process law or applicable stock exchange rules. The parties agree that the initial press release to be issued with respect to this Agreement or matters pertaining to the transactions provided herein shall be in the form heretofore agreed to by obligations pursuant to any listing agreement with any national securities exchangesall parties.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Horizon Organic Holding Corp), Agreement and Plan of Merger (Dean Foods Co/)

Public Announcements. The (a) Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, such Person or any of its Subsidiaries or any Person on their behalf issues any press releases release or other otherwise making any public statements or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Agreement and the Transactions transactions contemplated hereby and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesthe NYSE or NASDAQ.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Comsys It Partners Inc), Agreement and Plan of Merger (Manpower Inc /Wi/)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process Law or by obligations pursuant to the rules or regulations of any listing agreement with any national United States or non-United States securities exchangesexchange. The parties have agreed upon the form of a joint press release announcing the Offer and the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intermagnetics General Corp), Agreement and Plan of Merger (Invivo Corp)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to this Agreement or the Agreement and the Transactions Merger and shall not issue any such press release or make any such public statement without the prior to such consultationwritten approval of the other (which will not be unreasonably withheld or delayed), except as may be to the extent required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange or national securities system in which case the issuing party shall use all reasonable efforts to consult with the other parties before issuing any such release or making any such public statement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Embarcadero Technologies Inc), Agreement and Plan of Merger (Embarcadero Technologies Inc)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with any national securities exchangesexchange. Parent and the Company agree to issue a joint press release announcing this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McClatchy Co), Agreement and Plan of Merger (Knight Ridder Inc)

Public Announcements. The Parent Parent, on the one hand, and the Company Company, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the Agreement and the Transactions transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesregulation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cordiant Communications Group PLC /Adr), Agreement and Plan of Merger (Healthworld Corp)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, upon any press releases release or other public statements with respect statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement and or the Transactions transactions contemplated herein and shall not issue any such press release or make any such other public statement or comment prior to such consultation, consultation except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchangesexchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alltel Corp), Agreement and Plan of Merger (360 Communications Co)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases or release, making any other public statements statement or scheduling any press conference, conference call or meeting with investors or analysts with respect to the this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, (except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with with, or rule of, any national securities exchangesexchange or association) and shall not (except as may be required by applicable law or any listing agreement with, or rule of, any national securities exchange or association) issue any such press release, make any such other public statement or schedule any such press conference, conference call or meeting before such consultation.

Appears in 2 contracts

Samples: Agreement (Illumina, Inc.), Agreement (Pacific Biosciences of California, Inc.)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements (including scheduling a press conference or conference call with investors and analysts) with respect to the Agreement and the Transactions Merger and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any national securities exchanges., the NASDAQ Stock Market LLC or the National Association of Securities Dealers, Inc.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Infousa Inc), Agreement and Plan of Merger (Opinion Research Corp)

Public Announcements. The Company and Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to this Agreement or the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationtransactions contemplated hereby, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with with, or any rules of, a national securities exchangesexchange, in which case the issuing party will use its reasonable best efforts to consult with the other party before it issues any such press release or makes any such public statement; provided, however, that the foregoing shall not apply with respect to any matter addressed in Section 6.4.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Timberland Co), Agreement and Plan of Merger (V F Corp)

Public Announcements. The Parent Companies and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the transactions contemplated by this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultationconsultation and review by the other party of such release or statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any a national securities exchanges.exchange or the rules and regulations of the Amsterdam Exchange N.V.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Silicon Valley Group Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to about this Agreement or any of the Agreement and transactions contemplated by this Agreement. Neither Parent nor the Transactions and Company shall not issue any such press release or make any such public statement prior to such consultation, except as may be to the extent required to fulfill the fiduciary duties of the Company Board or the Special Committee, by applicable LawLaws or the requirements of the NASDAQ Global Market, court process in which case that party shall use its reasonable best efforts to consult with the other party before issuing any such release or by obligations pursuant to making any listing agreement with any national securities exchangessuch public statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atari Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law. Notwithstanding anything contained herein, court process or by obligations pursuant to any listing agreement the Parent shall make all necessary and customary filings and press releases in compliance with any national applicable securities exchangeslaws.

Appears in 1 contract

Samples: Exchange Agreement (New You, Inc.)

Public Announcements. The Parent and the Company will shall ------------- -------------------- consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the transactions contemplated by this Agreement and the Transactions and shall not shallnot issue any such press release or make any such public statement prior to such consultationconsultation and review by the other party of such release or statement, except as may be required by applicable Lawlaw, court process or by obligations pursuant to any listing agreement with any a national securities exchangesexchange.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fort James Corp)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other making any public statements statement with respect to this Agreement or the Agreement and the Transactions and shall transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation, except as may . The parties agree that the initial press releases to be required issued with respect to the transactions contemplated hereby shall be in the form heretofore agreed by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchangesthe parties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rj Reynolds Tobacco Holdings Inc)

Public Announcements. The Parent and the Company will shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, issuing any press releases release or other otherwise making any public statements with respect to the this Agreement and the Transactions or any Transaction and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process law or by obligations pursuant to any listing agreement with any a national securities exchangesexchange to which Parent or the Company is a party. Section 5.09.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Audio Communications Network Inc)

Public Announcements. The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Lawlaw, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

Appears in 1 contract

Samples: Securities Exchange Agreement (California Gold Corp.)

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