Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Rithm Capital Corp.), Agreement and Plan of Merger (Sculptor Capital Management, Inc.), Agreement and Plan of Merger (Sculptor Capital Management, Inc.)

AutoNDA by SimpleDocs

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or provided herein, the Company Parties shall adhere to the terms and conditions of the Confidentiality Agreement, and the Confidentiality Agreement shall continue in full force and effect until such time as the Closing. Nothing Confidentiality Agreement expires or terminates pursuant to its terms; provided, however, the Parties agree that all Confidential Information (as defined in this Section 6.06 the Confidentiality Agreement) of Sellers that was included in the Assets shall, for purposes of the Confidentiality Agreement and otherwise, be deemed to be the Confidential Information of Buyer, and no Seller shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects disclose such Confidential Information except with the prior public disclosures regarding written consent of Buyer, as necessary to discharge the transactions Excluded Liabilities, in a dispute between Buyer and Sellers, or as otherwise contemplated by this Agreement. Any public announcement or similar publicity with respect to this Agreement or the Transaction will be issued, if at all, at such time and in such manner as mutually agreed to by ISA and Buyer; provided, however, the foregoing shall not prohibit any Party from making, issuing or releasing any public announcements, statements or acknowledgments that such Party is required to make, issue or release by applicable Legal Requirements or by any listing agreement with or listing rules of any national securities exchange, provided further, however, that, with the exception of the announcement of this Transaction and the filing of Form 8-K on or immediately following the Effective Date and the making of any other statement substantially consistent therewith in subsequent filings with the U.S. Securities and Exchange Commission, to the extent not prohibited by applicable Legal Requirements, the issuing Party shall use commercially reasonable efforts to provide the other Party with written notice of such announcement, statement or acknowledgement (including a copy of the same) at least two (2) Business Days prior to any such issuance. In the event of a conflict between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement shall control.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Industrial Services of America Inc), Asset Purchase Agreement (Industrial Services of America Inc)

Confidentiality; Public Announcements. Except as otherwise contemplated by The parties hereby affirm and ratify the terms of that certain confidentiality agreement, dated October 29, 2007 (the “Confidentiality Agreement”), among them concerning confidentiality, public announcements and related matters, which agreement remains valid and binding among the parties notwithstanding Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, 14.08 hereof. Parent and the Company Board or the Special Committee under Section 6.02), the parties shall will consult with each other before issuing issuing, and provide each other the opportunity to review, comment upon and concur with, and use commercially reasonable efforts to agree on, any press release or other public announcement statements with respect to the transactions contemplated by this Agreement or the TransactionsAgreement, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuanceMerger, and none of the parties or their controlled Affiliates shall not issue any such press release or make any such public announcement statement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed)such consultation, except thatas either party may determine is required by applicable Law, after having consulted court process or by obligations pursuant to any listing agreement with any national securities exchange or stock market. Notwithstanding the foregoing, if Parent determines it is required by applicable Law to make a public announcement, including, without limitation, with respect to any filing with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure SEC that Parent may be required by Applicable Law. The press release announcing to make as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby, Parent shall be issued only in such form as shall be mutually agreed upon by give the Company as much prior notice as is reasonably practicable and Parent. Each shall consult with the Company about the text of Company and Parent may, without such announcement or filing but shall not be required to obtain the consent of the other partyCompany with regard to such announcement or filing. Notwithstanding the foregoing or anything contained within the Confidentiality Agreement, communicate the parties acknowledge and agree that disclosures required to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent in connection with such plan. Notwithstanding anything Parent’s obtaining the Debt Financing as described in Section 8.13 below shall not be deemed to be in violation of this Agreement or the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Appears in 2 contracts

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

Confidentiality; Public Announcements. Except The parties shall issue a joint press release announcing the execution of this Agreement and agree that such initial press release shall be in the form agreed to by the parties. Thereafter, prior to the Effective Time, except as otherwise expressly contemplated by Section 6.02(h) 6.02 (and, and for the avoidance of doubt, doubt nothing herein shall limit the rights of the Company, Company or the Company Board or the Special Committee under Section 6.02), prior to any Adverse Recommendation Change made in accordance with this Agreement, the parties Company, Parent and Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written ' consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary (a) to the extent disclosure may be required by Applicable Law. The press release announcing , Governmental Order or applicable national stock exchange rule, (b) for disclosures made in the execution of this Agreement shall be issued only ordinary course by Parent, Merger Sub and their respective Affiliates to their existing or prospective investors and limited partners, in such form as shall be mutually agreed upon each case who are subject to customary confidentiality restrictions, or (c) in connection with any actions by the Company and Parentor the Company Board expressly permitted by Section 6.02. Each of The Company and Parent may, without the consent of the other partyParent's or Merger Sub's consent, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent in a manner consistent with previous statements made jointly by prior communications of the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made only to the extent such communications are substantially consistent with such prior communications or such plan, as applicable. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing For the avoidance of doubt, neither the foregoing nor any other provision of this Agreement shall be deemed to limit any customary disclosure made by Parent, Merger Sub and their Affiliates to the Financing Sources and rating agencies in this Section 6.06 shall limit connection with efforts or activities by Parent and Merger Sub to obtain the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this AgreementFinancing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cotiviti Holdings, Inc.)

Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h6.02(f) (and, for the avoidance of doubt, nothing herein shall limit (x) the rights of the Company, Company or the Company Board or the Special Committee under Section 6.02)6.02)or (y) Parent’s ability to respond thereto, prior to the earlier of (i) a valid termination of this Agreement pursuant to Section 9.01 and (ii) the Closing, the parties Company, Parent and Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties hereto or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consultation or consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing , Governmental Order or applicable stock exchange rule or any listing agreement of any party hereto if it has used its reasonable best efforts to the execution extent reasonably practicable to consult with the other party hereto, and given good faith consideration to any input received, prior to the time such disclosure is so required to be issued; provided that, notwithstanding the foregoing, (x) Parent, Merger Sub and the Financing Sources may make customary communications to prospective lenders and investors in connection with the arrangement of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Debt Financing without prior consultation with, or consent from, the Company and Parent(y) the Company may make issue any press release or public statement with respect to an Adverse Recommendation Change or any action taken pursuant thereto, without prior consultation with, or consent from, Parent and Merger Sub. Each of The Company and Parent may, without the consent of the other partyParent’s or Merger Sub’s consent, communicate to its directorsemployees, officers, employeescreditors, customers, suppliers and consultants so long as such communication is not inconsistent in a manner consistent in all material respects with previous statements made jointly by prior communications of the Company and that were previously approved by Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company to the extent such prior communications plan is still accurate, in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement (and any confidentiality agreements between the Company and the Guarantors and/or their respective Affiliates) shall continue in full force and effect until the ClosingClosing and thereafter terminate and be of no further force and effect; provided that Parent and Merger Sub will be permitted to disclose such information to any Financing Sources or prospective Financing Sources and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing or with respect to the Equity Financing or any other equity financing in connection with the Transactions (and, in each case, to their respective counsel and auditors) so long as such Persons (i) agree to be bound by confidentiality provisions substantially similar to those in the Confidentiality Agreement (and any confidentiality agreements between the Company and the Guarantors and/or their respective Affiliates) as if parties thereto, or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. Nothing in this Section 6.06 7.03 shall limit the ability prevent any Affiliate of Parent that is a private equity or similar investment fund, or any manager or general partner of any party hereto such fund, from reporting or disclosing with respect to make additional disclosures that are consistent fundraising, marketing, informational or reporting activities, on a confidential basis, to its partners, investors, potential investors or similar parties, general information regarding this Agreement and the Transactions, in all but de minimis respects each case subject to customary obligations of confidentiality with respect to non-public information. For the prior avoidance of doubt, any public disclosures regarding the transactions contemplated filings providing notice to or seeking approval from any Governmental Authority made pursuant to Section 7.01 shall be governed by Section 7.01 and not this AgreementSection 7.03.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Syneos Health, Inc.)

Confidentiality; Public Announcements. Except as otherwise expressly contemplated by Section 6.02(h) ‎Section 6.02 (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board Special Committee or the Special Committee Company Board under Section ‎Section 6.02), prior to any Adverse Recommendation Change, the parties Company, Parent and each Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary to the extent disclosure may (in the opinion of outside counsel) be required by Applicable Law. The press release announcing the execution , Governmental Order or applicable stock exchange rule or any listing agreement of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one any party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planhereto. Notwithstanding anything to the contrary set forth therein or herein, the Company parties agree that the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time it shall automatically terminate effective as of the Closing and will be of no further force or effect. Nothing Before any document or other written communication prepared by or on behalf of the Company or any of its Subsidiaries to be publicly disclosed, posted or made accessible on the website of the Company (whether in this Section 6.06 shall limit the ability written, video or oral form via webcast, hyperlink or otherwise), that is related to any of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement and, if reviewed by a stockholder of the Company, could reasonably be deemed to constitute a “solicitation” of “proxies” (in each case, as defined in Rule 14a-1 of the Exchange Act) with respect to the Mergers (a “Merger Communication”) is (i) disseminated to any investor, analyst, member of the media, employee, client, customer or other Third Party or otherwise made accessible on the website of the Company or such participant (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) utilized by any executive officer, key employee or advisor of the Company or any such participant, as a script in discussions or meetings with any such Third Parties, the Company shall (or shall cause any such participant to) reasonably determine in good faith whether that communication constitutes “soliciting material” that is required to be filed by Rule 14a-6(b) or Rule 14a-12(b) of the Exchange Act and shall promptly inform Parent of such determination. The Company shall (or shall cause any such participant to) give reasonable and good faith consideration to any comments made by Parent and its counsel on any such Merger Communication. Notwithstanding anything to the contrary in this Agreement, Parent may disclose the terms of the Transactions to its direct and indirect equityholders and their respective equityholders and limited partners consistent with customary practice in the private equity industry, so long as the Person to which Parent is disclosing such terms is bound by a customary confidentiality agreement or other similar obligation that would require such Person to keep confidential such terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hemisphere Media Group, Inc.)

Confidentiality; Public Announcements. Except as otherwise expressly contemplated by Section 6.02(h6.02(f) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board Special Committee or the Special Committee Company Board under Section 6.02), prior to any Adverse Recommendation Change, the parties Company, Parent and Merger Sub shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, that no such consent shall be necessary to the extent disclosure may (in the opinion of outside counsel) be required by Applicable Law. The press release announcing the execution , Governmental Order or applicable stock exchange rule or any listing agreement of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one any party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planhereto. Notwithstanding anything to the contrary set forth therein or herein, the Company parties agree that the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time it shall automatically terminate effective as of the Closing and will be of no further force or effect. Nothing Before any document or other written communication prepared by or on behalf of the Company or any of its Subsidiaries to be publicly disclosed, posted or made accessible on the website of the Company (whether in this Section 6.06 shall limit the ability written, video or oral form via webcast, hyperlink or otherwise), that is related to any of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this AgreementAgreement and, if reviewed by a stockholder of the Company, could reasonably be deemed to constitute a “solicitation” of “proxies” (in each case, as defined in Rule 14a-1 of the Exchange Act) with respect to the Merger (a “Merger Communication”) is (i) disseminated to any investor, analyst, member of the media, employee, client, customer or other Third Party or otherwise made accessible on the website of the Company or such participant (whether in written, video or oral form via webcast, hyperlink or otherwise), or (ii) utilized by any executive officer, key employee or advisor of the Company or any such participant, as a script in discussions or meetings with any such Third Parties, the Company shall (or shall cause any such participant to) reasonably determine in good faith whether that communication constitutes “soliciting material” that is required to be filed by Rule 14a-6(b) or Rule 14a-12(b) of the Exchange Act and shall promptly inform Parent of such determination. The Company shall (or shall cause any such participant to) give reasonable and good faith consideration to any comments made by Parent and its counsel on any such Merger Communication.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inovalon Holdings, Inc.)

AutoNDA by SimpleDocs

Confidentiality; Public Announcements. Except as otherwise contemplated This Insurance Agreement and all written information delivered by Section 6.02(hany party to any other party hereto pursuant to this Insurance Agreement or any Related Document (collectively, “Confidential Information”) (and, for the avoidance of doubt, nothing herein is confidential and shall limit the rights not be disclosed to any Person not a party to any of the CompanyRelated Documents, without the Company Board prior written consent of the Series 2007-1 Class A Insurers, by the other parties hereto or their agents or affiliates, except to accountants, attorneys and other advisors to such party who are advised of the Special Committee under Section 6.02)confidentiality hereof and instructed to maintain such confidentiality, and except to the Rating Agencies, Governmental Authorities or other entities having regulatory authority over either Series 2007-1 Class A Insurer, reinsurers and to the extent required to be disclosed pursuant to the Related Documents or pursuant to applicable law. The other parties shall hereto will consult with each other before issuing any press release or public announcement the Series 2007-1 Class A Insurers, reasonably in advance of its publication, with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or initial public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent consummation of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planTransaction. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing contained in this Section 6.06 shall limit 6.12, the ability of Trustee and the Series 2007-1 Class A Insurers may use, disseminate or disclose any party hereto Confidential Information to make additional disclosures that are consistent any person or entity in all but de minimis respects connection with the enforcement of the rights of the Trustee or the Series 2007-1 Class A Insurers under the Indenture and the Related Documents; provided, however, that prior public disclosures regarding to disclosing any such Confidential Information (i) to any Person other than in connection with any judicial or regulatory proceeding, such Person shall agree in writing to maintain such Confidential Information in a manner at least as protective of the transactions contemplated by Confidential Information as the terms of this AgreementSection 6.12 or (ii) to any Person in connection with any judicial or regulatory proceeding, a protective order or other similar treatment protecting such Confidential Informational shall first be obtained.

Appears in 1 contract

Samples: Insurance and Indemnity Agreement (Dominos Pizza Inc)

Confidentiality; Public Announcements. Except Buyer and Seller agree that the provisions of the Confidentiality Agreement between Buyer and Seller dated as otherwise contemplated of February 28, 2002 (the “Confidentiality Agreement”) in respect of the confidentiality of information are hereby incorporated herein by Section 6.02(hreference, and Buyer and its Representatives (as defined in the Confidentiality Agreement) (andshall treat all information received in connection with any of the Transaction Documents as “Information” under such provisions, for provided, however, that notwithstanding the avoidance of doubtforegoing, nothing contained herein shall limit prohibit Buyer pursuant to the rights terms and conditions of Section 8.1 from meeting with and making offers to current or former Group Business employees of Seller for employment with Buyer from and after the Closing provided that such employees were identified in advance by Seller to Buyer, and such meetings and offers were consented to by Seller, on or prior to the Closing Date and that such offers are expressly conditioned upon the consummation of the CompanyClosing, provided further, that the obligation of Buyer to refrain from hiring employees of Seller as contained in the Confidentiality Agreement shall expire and be of no further force or effect as of the second anniversary of the date hereof, provided further, that notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Company Board confidentiality provisions thereof that are hereby incorporated by reference shall survive the Closing and the expiration or termination of all of the Special Committee under Section 6.02), the parties shall Transaction Documents. Each of Buyer and Seller agree to consult with each other before issuing any press release or making any public announcement statement with respect to this Agreement any of the Transaction Documents or the Transactionstransactions contemplated thereby and, including except as may be required by providing each other applicable law or any listing agreement with the opportunity to review and comment upon such press release or public announcement prior to its issuanceany national securities exchange, and none of the parties or their controlled Affiliates shall not issue any such press release or make any such public announcement statement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreementconsultation.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Stancorp Financial Group Inc)

Confidentiality; Public Announcements. The Confidentiality Agreement, except to the extent provided therein or modified herein, will remain in full force and effect until Closing. Upon execution of this Agreement and again upon Closing, Buyer and Seller shall have the right to issue individual press releases that are mutually acceptable, each party acting reasonably, with respect to this Agreement and the transactions contemplated hereby, and Buyer shall have the right to make required filings with respect to this Agreement and the transactions contemplated hereby with the SEC. Except as otherwise contemplated by Section 6.02(h) (andprovided in the immediately preceding sentence, for the avoidance of doubt, nothing herein neither Buyer nor Seller shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing issue any press release or otherwise make any statement to the public announcement generally with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, transactions contemplated hereby without the prior consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such planparties. Notwithstanding anything to the contrary set forth therein or hereinUpon Closing, the Company Confidentiality Agreement shall continue in full force be terminated, except for Buyer’s obligations with respect to information provided thereunder relating to Seller’s Affiliates’ properties and effect until other assets. Following Closing, Seller shall maintain the Closing. Nothing in this Section 6.06 shall limit confidentiality of, and not disclose, information relating to the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding Assets and the transactions contemplated by this Agreement except for disclosures that would be permitted by the exceptions applicable to Buyer in the Confidentiality Agreement. Notwithstanding the above, nothing in this Section 7.5 will preclude any person from making any disclosures it reasonably believes are required by Applicable Law or stock exchange rules or necessary and proper in conjunction with the filing of any Tax Return or other document required to be filed with any Governmental Entity; provided that the respective party shall endeavor to allow the other parties reasonable time to review and comment thereon in advance of such disclosure. After the Closing Date, subject to any obligations Seller or Buyer may have under Applicable Law: (i) Seller shall not disparage Buyer with respect to the Assets; and (ii) Buyer shall not disparage Seller with respect to the Assets.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Forest Oil Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.