Press Release and Announcements; Confidentiality. Unless required by law (in which case each of Purchaser and the Sellers’ Representative shall, to the fullest extent permitted by law, consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, through and including the Closing Date, no press releases, announcements to the employees, customers or suppliers of the Business or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the consent of both Purchaser and the Sellers’ Representative or otherwise as set forth in the communications plan agreed to by Purchaser and Sellers’ Representative prior to the date hereof. Purchaser acknowledges that following the date hereof, regardless of whether this Agreement is terminated, that certain confidentiality agreement by and between the Company and Purchaser, dated as of January 18, 2022 (the “Confidentiality Agreement”), shall remain in full force and effect in accordance with its terms. Notwithstanding the foregoing, a press release of the Parent with respect to this Agreement and the transactions contemplated hereby will be issued by Parent promptly following the execution and delivery of this Agreement and promptly following Closing (the content of which press release is subject to the reasonable advanced approval of the Company prior to external disclosure) and Parent will file with the SEC a Current Report on Form 8-K promptly following the date hereof, which will include a copy of this Agreement (provided that, at Parent’s discretion, a copy may be filed with its Quarterly Report or Form 10-Q, and a Current Report on Form 8-K, promptly following the Closing). For the avoidance of doubt, the parties hereto acknowledge and agree that the Sellers’ Representative and its Affiliates (except for the Company and its Subsidiaries) may provide (a) general information about the subject matter of this Agreement and the Company and its Subsidiaries (including its and their performance) in connection with the Sellers Representative's or its Affiliates' fund raising, marketing, informational or reporting activities, and (b) information about this Agreement, including the economic terms hereof, and the Company and its Subsidiaries in connection with ordinary course communications with the Seller Representatives' or its Affiliates' partners (including limited partners).
Press Release and Announcements; Confidentiality. Unless required by any applicable law, rule, regulation or stock exchange requirement (in which case each of Purchaser and the Sellers’ Representative shall, to the fullest extent permitted by law, rule, regulatory or stock exchange requirement, consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, until the Closing Date, no press releases, announcements to the employees, customers or suppliers of the Business or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released except with the consent of both Purchaser and the Sellers’ Representative. Subject to the foregoing, the parties hereto agree to keep the terms of this Agreement confidential, except (x) to the extent required by any applicable stock exchange requirement or reporting requirement under the Securities Exchange Act of 1934, as amended from time to time, in each case as such exceptions are applicable to Purchaser or its Affiliates, (y) that the parties may disclose such terms to their respective investors, prospective investors, employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract or a professional obligation to keep the terms of this Agreement confidential) and (z) to defend or maintain any litigation in connection with this Agreement. The parties hereto acknowledge and agree that Purchaser and Merger Sub are subsidiaries of a public company and such public company will disclose the terms of this Agreement, information regarding the Company Group and the transactions contemplated hereby in press releases and public filings (including filing a copy of this Agreement and any schedules and ancillary documents) solely in order to comply with all applicable laws, rules, regulations or stock exchange requirements. Purchaser acknowledges that following the date hereof, regardless of whether this Agreement is terminated, that certain confidentiality agreement by and between the Company, Xxxxxxx Xxxxxx and Purchaser, dated as of June 1, 2012, as amended on each of June 10, 2012, May 8, 2014, July 11, 2014 and April 9, 2015 (as may be further amended, supplemented or modified, the “Confidentiality Agreement”), shall remain in full force and effect in accordance with its terms, except as modified by the provisio...
Press Release and Announcements; Confidentiality. Unless required by law (in which case each of Parent and the Representative shall consult, to the fullest extent permitted by law, with the other party prior to any such disclosure as to the form and content of such disclosure) or applicable rules of any stock exchange or quotation system on which Parent or its Affiliates lists or trades securities, no press releases, announcements to employees of, or any other Persons having business dealings with, the Company or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the consent of both Parent and the Representative. The Representative and Parent agree to keep the terms of this Agreement confidential, except to the extent required by applicable law, applicable rules of any stock exchange or quotation system on which Parent or its Affiliates lists or trades securities, or for financial reporting purposes, and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). Subject to the foregoing, the parties acknowledge that that certain confidential disclosure agreement by and between Parent and the Company, dated as of February 4, 2019, is hereby terminated and of no further force or effect as of the Closing.
Press Release and Announcements; Confidentiality. (a) The initial press release(s) regarding the transactions contemplated by this Agreement shall be jointly approved prior to the execution of this Agreement. From and after the date hereof and prior to the Closing, the parties hereto will not issue any press release with respect to the transactions contemplated by this Agreement or otherwise issue any written public statements with respect to such transactions without the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable law or regulation, in which case the party making such disclosure will first provide to the other party the text of the proposed disclosure, the reasons such disclosure is required and the time and manner in which the disclosure is intended to be made. Sellers’ Representative and Purchaser agree to keep the terms of this Agreement confidential, except to the extent required by applicable law or for financial reporting purposes and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). Purchaser acknowledges that, following the Closing or the termination of this Agreement pursuant to Article 8, that certain letter agreement by and between Purchaser and the Company, dated as of June 19, 2014 (the “Confidentiality Agreement”) shall remain in full force and effect pursuant to its terms.
Press Release and Announcements; Confidentiality. Unless required by Law (in which case each of Purchaser and Sellers’ Representative shall consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof through the Closing, no announcements or communications to the employees, customers or suppliers of the Company Group or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the joint approval of both Purchaser and the Sellers’ Representative. Sellers’ Representative, the Company, Merger Sub and Purchaser agree to keep the terms of this Agreement confidential, except to the extent required by applicable Law or for financial reporting purposes and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses. Each of Purchaser and Merger Sub acknowledges that, following the Closing or the termination of this Agreement pursuant to Article 7, that certain confidentiality agreement by and between Purchaser and the Company, dated as of February 8, 2011 (the “Confidentiality Agreement”) shall remain in full force and effect pursuant to its terms.
Press Release and Announcements; Confidentiality. (a) Unless required by law (in which case each of Purchaser and the Sellers’ Representative shall consult, to the fullest extent permitted by law, with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, through and including the Closing Date, no press releases, announcements to the employees, customers or suppliers of the Businesses or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the consent of both Purchaser and the Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed); provided that (x) Purchaser shall be entitled, without the written consent of Sellers’ Representative, to answer questions from analysts and investors of Purchaser related to the transaction and (y) the Sellers’ Representative shall be entitled to disclose terms to limited partners and potential limited partners, in each case, with information that is consistent with any public statements, announcements or releases previously issued or made in accordance with this Section 9.3. Purchaser acknowledges that, upon the termination of this Agreement pursuant to Article 8, that certain letter agreement by and between Purchaser and Active Network, dated as of March 21, 2017 (the “Confidentiality Agreement”) shall remain in full force and effect pursuant to its terms; provided that the parties agree that the Confidentiality Agreement shall automatically terminate and be of no further force and effect as of the Closing.
Press Release and Announcements; Confidentiality. None of the Seller Group, the Company or the Buyer shall issue any press release or make any public announcements relating to the subject matter of this Agreement without the prior written approval of Nautic Partners, LLC and Buyer; provided, however, that any such party may make any public disclosure it believes in good faith is required by applicable law; provided that the party making the disclosure gives the other parties prior written notice thereof and the right to comment thereon.
Press Release and Announcements; Confidentiality. Unless required by Law or by any Governmental Authority (in which case each of the Buyer and the Stockholder Representative shall, to the fullest extent permitted by Law, consult with the other party prior to any such disclosure as to the form and content of such disclosure), from and after the date hereof, through and including the Closing Date, no press releases, announcements, including to the employees, customers or suppliers of the Business, or other releases of information related to this Agreement or the transactions contemplated hereby will be issued or released without the consent of both the Buyer and the Stockholder Representative. The parties hereto agree to keep the terms of this Agreement confidential, except to the extent required by applicable Law or for financial reporting purposes and except that the parties may disclose such terms to their respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to or are bound by contract to keep the terms of this Agreement confidential). The Buyer acknowledges that following the date hereof, regardless of whether this Agreement is terminated, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms until the Closing. Notwithstanding the foregoing, the Parties acknowledge and agree that the Stockholders and Optionholders that are entities may disclose information related to this Agreement or the transactions contemplated hereby to the direct and indirect holders of equity interests in such Stockholders and Optionholders and that X.X. Childs Equity Partners III, L.P. and its Affiliates may disclose such information to their respective investors and potential investors.
Press Release and Announcements; Confidentiality. (a) No Party shall issue or cause the publication of any press release, public announcement or disclosure of, or otherwise communicate with any news media in respect of, this Agreement, the Transaction Documents, the Contemplated Transactions or the transactions contemplated by the Transaction Documents without the prior written consent of each other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or Exhibit 2.1 stock exchange rules, in which case the Party required to publish such press release or make such public announcement or disclosure shall allow each other Party a reasonable opportunity to comment on such press release, public announcement or disclosure in advance of such publication or disclosure, to the extent practicable. Notwithstanding anything to the contrary contained herein, following execution of this Agreement, Purchaser and its Affiliates shall be entitled to provide general information concerning the Contemplated Transactions hereby to their respective investors and limited partners for the purpose of fundraising, marketing or reporting or informational activities, in each case, without obtaining such prior approval.
Press Release and Announcements; Confidentiality. None of the Sellers, the Sellers’ Representative, the Company or any of its Subsidiaries shall, and they shall direct their respective Representatives and Affiliates not to, directly or indirectly, issue any press release, media interview, advertisement, news release, print media, or other similar public statement relating to the terms of this Agreement or the Contemplated Transactions without the prior written approval of Purchaser, except (a) to the extent required by Applicable Laws (in which event the publicly issuing party shall deliver to Purchaser a notice stating that such public statement is required by law and shall reasonably consult with Purchaser regarding the nature, content and timing of such public statement) or (b) the filing of any Action in connection with any dispute relating to this Agreement or the Contemplated Transactions. It is expressly acknowledged and agreed that Purchaser may disclose such information as Purchaser reasonably deems necessary to comply with Applicable Laws (or is customary in connection with any Financing) in connection with the entry into this Agreement and the Contemplated Transactions, including a press release and public statement announcing the execution of this Agreement, provided that Purchaser shall provide the Seller’s Representative with a reasonable opportunity to review and comment on any such public disclosure and will consider in good faith any comments of the Seller’s Representative. Following the Closing or the termination of this Agreement pursuant to Article 8, except as expressly modified hereby, the Nondisclosure Agreement shall remain in full force and effect pursuant to its terms.
