Public Announcements. Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 (Chevron Corp), Agreement and Plan of Merger (Unocal Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any other public statement with respect to this Agreement and or the transactions contemplated hereby herein, and shall not issue any press release or make any public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law Law as advised by counsel, will not issue any such press release or make any such public statement with respect to this Agreement, the Merger or any listing agreement with any national securities exchange may be issued other transactions contemplated by this Agreement without the prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with written consent of the other party.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Trizetto Group Inc), Agreement and Plan of Merger (Trizetto Group Inc), Agreement and Plan of Merger (Trizetto Group Inc)
Public Announcements. Prior to the Effective Time each of Parent and the Company will shall consult with each other one another before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement without the prior consent of the other party’s prior approval, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law Law or by the applicable regulations of any listing agreement with any national securities exchange may relevant stock exchange. The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other partyissuance thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Juno Lighting Inc), Agreement and Plan of Merger (Square D Co)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby or any Transaction and shall not issue any such press release or make any such public statement without the prior consent of the other partyto such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, except as to any press release or public statement permitted by Section 7.05(c) and as may be required by applicable law Law or the rules or regulations of any listing agreement with any national United States or non-United States securities exchange may be issued prior to such consultation, if exchange. The parties have agreed upon the party making form of a joint press release announcing the release or statement has used its reasonable best efforts to consult with Offer and the other partyexecution of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (Stmicroelectronics Nv), Agreement and Plan of Merger (Genesis Microchip Inc /De)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of outside legal counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationthe rules and regulations of the NYSE, if the party making the release or statement it has used its all reasonable best efforts to consult with the other partyparty and its counsel and allow such other party and its counsel to comment thereon.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Vons Companies Inc), Agreement and Plan of Merger (Safeway Inc)
Public Announcements. During the term of this Agreement, the Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and or the transactions contemplated hereby Merger and shall not issue any such press release or make any such public statement without the prior consent of the other partyto such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law Law or any listing agreement with any a national securities exchange may be issued prior or trading system to such consultation, if which the party making Parent or the release or statement has used its reasonable best efforts to consult with the other Company is a party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Women Com Networks Inc), Agreement and Plan of Merger (Hearst Communications Inc), Agreement and Plan of Merger (Ivillage Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationthe rules and regulations of the Nasdaq National Market System, if the party making the release or statement it has used its all reasonable best efforts to consult with the other partyparty prior thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Summit Technology Inc), Agreement and Plan of Merger (Autonomous Technologies Corp)
Public Announcements. Each of Parent and the Company will shall consult with each the other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, (which consent shall not be unreasonably withheld. Notwithstanding the foregoingwithheld or delayed), any press release or public statement except as may be required by applicable law Law or any listing agreement with any national securities exchange may be issued prior the NYSE and the AMEX to such consultation, if which Parent or the party making the release or statement has used its reasonable best efforts to consult with the other Company is a party.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deere & Co), Agreement and Plan of Merger (FRS Capital Co LLC), Agreement and Plan of Merger (Richton International Corp)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall and, subject to any applicable Legal Requirements, will not issue any such press release or make any such public statement without the prior consent of the other partyParty, which consent shall will not be unreasonably withheld. Notwithstanding the foregoing, any press release withheld or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 partydelayed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES Corp), Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall will not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall will not be unreasonably withheld. Notwithstanding withheld or delayed; provided, however, that, on the foregoingadvice of legal counsel, any press release or public statement as Parent may be required by applicable law or any listing agreement comply with any national securities exchange may be issued prior to such consultationSEC requirements under the Securities Act or Exchange Act which requires any public disclosure, if without the party making the release consent or statement has used its reasonable best efforts to consult with the other partyreview of Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Neothetics, Inc.), Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Regado Biosciences Inc)
Public Announcements. Parent Parent, Acquisition and -------------------- the Company Company, as the case may be, will consult with each other one another before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby by this Agreement, including, without limitation, the Merger, and shall not issue any such press release or make any such public statement without prior to such consultation except to the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as extent that such consultation may be required prohibited by applicable law or by obligations pursuant to any listing agreement with any national securities exchange the NYSE as determined by Parent, Acquisition or the Company, as the case 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 partybe.
Appears in 3 contracts
Samples: Merger Agreement (Execustay Corp), Merger Agreement (Mi Subsidiary I Inc), Merger Agreement (Marriott International Inc /Md/)
Public Announcements. Parent and the Company will shall consult with each other before issuing issuing, and give each other the opportunity to review and comment upon, any press release or making any other public statement statements with respect to this Agreement and the transactions contemplated hereby by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement without the prior consent of the other partyto such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law Law or any listing agreement with any national securities exchange may court process. The parties agree that the initial press release to be issued prior with respect to such consultation, if the party making transactions contemplated by this Agreement shall be in the release or statement has used its reasonable best efforts form heretofore reasonably agreed to consult with by the other partyparties.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Iron Acquisition Corp), Agreement and Plan of Merger (Centerplate, Inc.), Agreement and Plan of Merger (Engelhard Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement with respect to statements about this Agreement and or the Merger or any of the other transactions contemplated hereby and by this Agreement. Neither Parent nor the Company shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if except to the extent required by applicable Law, in which case that party making the release or statement has used its shall use reasonable best efforts to consult with the other partyparty before issuing any such release or making any such public statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earthlink Inc), Agreement and Plan of Merger (Itc Deltacom Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationthe rules and regulations of the Nasdaq National Market System, if the party making the release or statement it has used its all reasonable best efforts to consult with the other partyparty prior thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Hunter Terry L)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and or the transactions contemplated hereby Merger and shall not issue any such press release or make any such public statement without the prior consent written approval of the other partyother, which consent shall not be unreasonably withheld. Notwithstanding except to the foregoing, any press release or public statement as may be extent required by applicable law Law or any listing agreement with any national securities exchange may be issued prior to such consultationthe requirements of the rules and regulations of the NASD, if in which case the issuing party making the release or statement has used its shall use all reasonable best efforts to consult with the other partyparty before issuing any such release or making any such public statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hollywood Entertainment Corp), Agreement and Plan of Merger and Reorganization (Dura Pharmaceuticals Inc/Ca)
Public Announcements. The Parent and the Company will consult -------------------- with each other before issuing any press release or otherwise making any public statement statements with respect to the Offer, the Merger or the transactions contemplated by this Agreement and neither the transactions contemplated hereby and Parent nor the Company shall not issue any such press release or make any such public statement without the prior consent approval of the other party, which consent shall approval will not be unreasonably delayed or withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law laws or any listing agreement with any national securities exchange 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 partycourt process.
Appears in 2 contracts
Samples: Agreement and Plan (Prudential Mortgage Capital Co LLC), Agreement and Plan (Prudential Mortgage Capital Co LLC)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, the rules of the Nasdaq OTC if the disclosing party making the release or statement has used its all reasonable best efforts to consult with the other party.
Appears in 2 contracts
Samples: Merger Agreement and Plan (800america Com Inc), Merger Agreement (800america Com Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that Parent may, without the foregoingprior consent of the Company, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, the rules and regulations of the Nasdaq National Market if the party making the release or statement it has used its reasonable best efforts to consult with the other partyCompany prior thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Registry Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any other public statement with respect to this Agreement and or the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other partyand, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law law, order of a court of competent jurisdiction or any listing agreement with or rule of any national securities exchange may be issued exchange, shall not issue any such press release or make any such other public statement 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 2 contracts
Samples: Agreement and Plan of Merger (STG Oms Acquisition Corp), Agreement and Plan of Merger (Industri Matematik International Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and or the transactions contemplated hereby Merger and shall not issue any such press release or make any such public statement without the prior consent of the other party, (which consent shall not be unreasonably withheld. Notwithstanding the foregoingwithheld or delayed), any press release or public statement except as may be required by applicable law Law or any listing agreement with any national securities exchange may be issued prior the NYSE to such consultation, if which Parent or the party making Company is a party. The parties have agreed on the text of a joint press release or statement has used its reasonable best efforts to consult with by which Parent and the other partyCompany will announce the execution of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall will not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall will not be unreasonably withheld. Notwithstanding the foregoing, any press release withheld or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 partydelayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Zev Ventures Inc.), Agreement and Plan of Merger and Reorganization (Senseonics Holdings, Inc.)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other party, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding the foregoing, any such press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange the American Stock Exchange 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 2 contracts
Samples: Agreement and Plan of Merger (Ns Acquisition Corp), Agreement and Plan of Merger (National Standard Co)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding withheld or delayed; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, the NASD or the NYSE if the party making the release or statement it has used its reasonable best efforts to consult with the other party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Canandaigua B V), Agreement and Plan of Merger (Ravenswood Winery Inc)
Public Announcements. Parent and the Company will shall -------------------- consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby or any Transaction and shall not issue any such press release or make any such public statement without the prior consent of the other partyparties, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law or regulation or by obligations pursuant to any listing agreement with any a national securities exchange may be issued prior to such consultation, if which Parent or the party making the release or statement has used its reasonable best efforts to consult with the other Company is a party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (H2o Acquisition Co), Agreement and Plan of Merger (Nalco Chemical Co)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any other public statement with respect to this Agreement and or the transactions contemplated hereby and 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 national securities exchange or Nasdaq, shall not issue any such press release or make any such other public statement without the prior consent of the other party, party (which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release withheld or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 partydelayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Nautica Enterprises Inc)
Public Announcements. Each of Parent and the Company will consult with each other one another before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby by this Agreement, including, without limitation, the Offer and the Merger, and shall not issue any such press release or make any such public statement without the prior consent of the other partyto such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law Law or by obligations pursuant to any listing agreement with any national securities exchange the NASDAQ, as determined by Parent or the Company, as the case 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 partybe.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Numerical Technologies Inc), Agreement and Plan of Merger (Synopsys Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any other public statement with respect to this Agreement and or the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other partyand, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law law, order of a court of competent jurisdiction or any listing agreement with or rule of any national securities exchange may be issued or association, shall not issue any such press release or make any such other public statement 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 2 contracts
Samples: Agreement and Plan of Merger (McData Corp), Agreement and Plan of Merger (Computer Network Technology Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby by this Agreement, including the Offer or the Merger and the Tender Agreement, and shall not issue any such press release or make any such public statement without the prior consent of the other partyto such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law or any listing agreement with any national its securities exchange 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 partyexchange.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Holdings Inc), Agreement and Plan of Merger (Microdyne Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law law, the National Association of Securities Dealers or any listing agreement with any national securities exchange may be issued prior to such consultation, the NYSE if the party making the release or statement it has used its all reasonable best efforts to consult with the other party. SECTION 5.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Megatest Corp), Exhibit 2 Agreement and Plan of Merger (Teradyne Inc)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any such press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 2 contracts
Samples: Agreement and Plan of Merger (Alliedsignal Inc), Agreement and Plan of Merger (Honeywell Inc)
Public Announcements. So long as this Agreement is in effect, Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby Offer or the Merger and shall not issue issue, or permit their affiliates to issue, any such press release or make any such public statement without the prior consent of the other partybefore such consultation, which consent shall not except as may be unreasonably withheldrequired by law. Notwithstanding the foregoing, any the Company may issue a press release or public statement as may be required describing Section 5.2 of this Agreement in a form approved by applicable law or any listing agreement with any national securities exchange may be issued Parent prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other partyissue.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Warburg Pincus Equity Partners Lp), Agreement and Plan of Merger (Hilltopper Holding Corp)
Public Announcements. Parent Parent, Purchaser and the Company will shall consult with each other before issuing any press release or otherwise making any public statement with respect to statements about this Agreement and or any of the transactions contemplated hereby and by this Agreement. Neither Parent, Purchaser nor the Company shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if except to the extent that the disclosing party making determines in good faith it is required to do so by applicable Laws or the release or statement has used its NASDAQ requirements, in which case that party shall use all reasonable best efforts to consult with the other partyparty before issuing any such release or making any such public statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stiefel Laboratories, Inc.), Agreement and Plan of Merger (Barrier Therapeutics Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect - 45 - 51 to this Agreement and or the transactions contemplated hereby Merger and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior the NYSE, NMS or NASD to such consultation, if which Parent or the party making the release or statement has used its reasonable best efforts to consult with the other Company is a party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Artecon Inc /De/), Agreement and Plan of Merger (Box Hill Systems Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationthe rules and regulations of the American Stock Exchange, if the party making the release or statement it has used its all reasonable best efforts to consult with the other partyparty prior thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BMG North America LTD), Agreement and Plan of Merger (Oxford Automotive Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; PROVIDED, HOWEVER, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making the release or statement it has used its all reasonable best efforts to consult with the other party.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aarow Environmental Group Inc), Agreement and Plan of Merger (Precis Smart Card Systems Inc)
Public Announcements. Buyer, Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to this Agreement and or the transactions contemplated hereby Transactions and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 partyparties hereto.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Trimas Corp), Stock Purchase Agreement (Metaldyne Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby by this Agreement and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with consultation and review by the other party.party of
Appears in 2 contracts
Samples: Rights Agreement (Lift Acquisition Co Inc), 5 Agreement and Plan of Merger (Raymond Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement or the Share Exchange, the Merger and the other transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other partyto such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if Law. The parties have agreed on the party making text of a joint press release by which Parent and the release or statement has used its reasonable best efforts to consult with Company will announce the other partyexecution of this Agreement.
Appears in 2 contracts
Samples: Execution Version (Behrman Capital Ii Lp), Agreement and Plan of Merger and Share (Daleen Technologies Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that Parent may, without the foregoingprior consent of the Company (after reasonable efforts to give notice to the Company), any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making rules and regulations of the release or statement has used its reasonable best efforts to consult with the other partyNASDAQ Stock Market.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cytotherapeutics Inc/De)
Public Announcements. The Company and Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to this Agreement and or the transactions contemplated hereby and shall will not issue any such press release or make any such public statement prior to such consultation and without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement releases with respect to the transactions by this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any public statement prior to such consultation and without the prior consent approval of the other party, (which consent approval shall not unreasonably be unreasonably withheld. Notwithstanding the foregoing), any press release or public statement except as may be required by applicable law or obligations pursuant to any listing agreement with any national securities exchange may be issued prior exchange. The parties shall cooperate to such consultation, if the party making the release or statement has used its reasonable best efforts extent practicable with respect to consult other public statements (including employee announcements) made in connection with the other partytransactions contemplated herein, including the timing and contents thereof.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; PROVIDED, HOWEVER, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of outside counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making rules and regulations of the release or statement has used its reasonable best efforts to consult with the other partyNYSE.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and or the transactions contemplated hereby Merger and shall not issue any such press release or make any such public statement without the prior consent written approval of the other partyother, which consent shall not be unreasonably withheld. Notwithstanding except to the foregoing, any press release or public statement as may be extent required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationLaw, if in which case the issuing party making the release or statement has used shall use its reasonable best efforts to consult with the other partyparty before issuing any such release or making any such public statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Colorado Gaming & Entertainment Co)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any other public statement with respect to announcement regarding this Agreement and or the transactions contemplated hereby Merger, and shall not issue any such press release or make any other public statement announcement without the prior consent of the other party, (which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be ) unless required by applicable law Law, as advised by counsel, or by obligations pursuant to any listing agreement with any national securities exchange 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 partyexchange.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Universal Compression Inc)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall will not issue any such press release or make any such public statement without the prior consent of the other partyParty, which consent shall will not be unreasonably withheld. Notwithstanding withheld or delayed; provided, however, that, on the foregoingadvice of legal counsel, any press release or public statement as Parent may be required by applicable law or any listing agreement comply with any national securities exchange may be issued prior to such consultationSEC requirements under the Securities Act or Exchange Act which requires any public disclosure, if without the party making the release consent or statement has used its reasonable best efforts to consult with the other partyreview of Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc)
Public Announcements. The Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Offer, the Merger or the transactions contemplated by this Agreement and neither the transactions contemplated hereby and Parent nor the Company shall not issue any such press release or make any such public statement without the prior consent approval of the other party, which consent shall approval will not be unreasonably delayed or withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law laws or any listing agreement with any national securities exchange 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 partycourt process.
Appears in 1 contract
Public Announcements. Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and shall and, except as may be required by Applicable Law, will not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided that nothing herein shall be deemed to prohibit Parent from making any public disclosure which Parent has been advised by legal counsel is necessary under applicable legal requirements and Parent shall notify the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to Company promptly of such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other partydisclosure.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement 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 law or any listing agreement with any securities exchange. None of the Sellers shall issue any press release or otherwise make any public statement with respect to this Agreement and or the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other partyMerger, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law or any listing agreement with any national securities exchange may be issued law, without the prior to such consultation, if written consent of Parent and the party making the release or statement has used its reasonable best efforts to consult with the other partyCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Capital One Financial Corp)
Public Announcements. Parent Parent, Buyer and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, (which consent shall not be unreasonably withheld. Notwithstanding the foregoingwithheld or delayed), any press release or public statement except as may be required by applicable law Law or any listing agreement with the NYSE to which Parent, Buyer or any national securities exchange may be issued prior to such consultation, if the party making the release or statement has used of its reasonable best efforts to consult with the other Affiliates is a party.
Appears in 1 contract
Public Announcements. Unless otherwise permitted by this Agreement, Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement with respect or making any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby hereby, and neither shall not issue any such press release or make any public such statement or disclosure without the prior consent written approval of the other party, (which consent approval shall not be unreasonably withheld. Notwithstanding the foregoing), any press release or public statement except as may be required by applicable law or any listing agreement with any national securities exchange 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 partyLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Viisage Technology Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the Merger or the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except, if time does not permit such consultation and obtaining such consent, as may be required by applicable law Law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making rules and regulations of the release or statement has used its reasonable best efforts to consult with the other party.NYSE. 6.11
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sundstrand Corp /De/)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the Merger or the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except, if time does not permit such consultation and obtaining such consent, as may be required by applicable law Law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making rules and regulations of the release or statement has used its reasonable best efforts to consult with the other partyNYSE.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies Corp /De/)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed; provided, however, that a party may, without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, the rules and regulations of the NYSE if the party making the release or statement it has used its all reasonable best efforts to consult with the other partyparty prior thereto.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult ------ -------------- with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement or the Merger and the related transactions contemplated hereby and shall not issue any such press release or make any such public statement without prior to such consultation and the prior consent delivery of the other party, which written consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or to such public statement by each of Parent and the Company, except as may be required by applicable law Law or any listing agreement with any national securities exchange may be issued prior to such consultationthe National Association of Securities Dealers, if the party making the release or statement has used its reasonable best efforts to consult with the other party.Inc.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Essential Therapeutics Inc)
Public Announcements. So long as this Agreement is in -------------------- effect, Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby Offer or the Merger and shall not issue issue, or permit their affiliates to issue, any such press release or make any such public statement without the prior consent of the other partybefore such consultation, which consent shall not except as may be unreasonably withheldrequired by law. Notwithstanding the foregoing, any the Company may issue a press release or public statement as may be required describing Section 5.2 of this Agreement in a form approved by applicable law or any listing agreement with any national securities exchange may be issued Parent prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other partyissue.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centennial Healthcare Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any other public statement with respect to this Agreement and or the transactions contemplated hereby and and, except 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 without the prior consent of the other party; provided, which consent however, that the foregoing shall not be unreasonably withheld. Notwithstanding prohibit press releases and other statements to the foregoing, any press release extent consistent with information that has been previously announced or made public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult in accordance with the other partyterms of this Agreement.
Appears in 1 contract
Public Announcements. Parent and the Company will consult ---------------------- with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other partyand, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law law, will not issue any such press release or make any listing agreement with any national securities exchange may be issued such public statement 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 1 contract
Samples: Agreement and Plan of Merger (Colonial Downs Holdings Inc)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement or the Merger and the transactions contemplated hereby and shall will not issue any such press release or make any such public statement without the prior consent of the other party, (which consent shall will not be unreasonably withheld. Notwithstanding the foregoingwithheld or delayed), any press release or public statement except as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to either such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other party.may
Appears in 1 contract
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement with respect to statements about this Agreement and or any of the transactions contemplated hereby and shall not by this Agreement. Neither Parent nor the Company will issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if except to the extent that the disclosing party making the release determines in good faith it is required to do so by applicable Laws or statement has used NASDAQ requirements, in which case that party will use its reasonable best efforts to consult with the other partyparty before issuing any such release or making any such public statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Swift Transportation Co Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationthe rules and regulations of the NYSE or The Nasdaq Stock Market, if the party making the release or statement it has used its all reasonable best efforts to consult with the other party.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other partyParty, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a Party may, without the foregoingprior consent of the other Parties, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making the release or statement it has used its all reasonable best efforts to consult with the other partyParty.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliance Healthcard Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby by this Agreement and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if consultation and without the party making the release or statement has used its reasonable best efforts to consult with the other party.approval
Appears in 1 contract
Public Announcements. Parent and the Company will consult with each other the Company before issuing any press release or making any public statement with respect to this Agreement and or the transactions contemplated hereby and Transactions and, except as may be required by applicable law, Parent shall not issue any press release or make any public statement with respect to this Agreement or the Transactions without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 1 contract
Samples: Agreement and Plan of Merger (Ign Entertainment Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or release, making any other public statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement and or the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other partyand, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law Applicable Law or any listing agreement with or rule of any national securities exchange may be issued prior to or association, shall not issue any such consultationpress release, if make any such other public statement or schedule any such press conference or conference call without the party making the release or statement has used its reasonable best efforts to consult with consent of the other partyparty (not to be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Arrangement Agreement (Ipsco Inc)
Public Announcements. Parent So long as this Agreement is in effect, Parent, the Purchaser and the Company will shall consult with each other before issuing any press release or otherwise making any public statement with respect to this Agreement and the transactions contemplated hereby or either Transaction and shall not issue any such press release or make any such public statement without the prior consent of the other partyto such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law or any listing agreement with any a national securities exchange may be issued prior to such consultationwhich Parent, if an affiliate of Parent or the party making the release or statement has used its reasonable best efforts to consult with the other partyCompany is subject.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing issuing, and give each other the opportunity to review and comment upon, any press release or making any other public statement with respect to this Agreement and the transactions contemplated hereby Merger or the other Transactions and shall not issue any press release or make any public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any such press release or public statement prior to such consultation, except as otherwise may be required by applicable law Law, court process or any Nasdaq rule, regulation or listing agreement with any national securities exchange may agreement. The parties agree that the initial press release to be issued prior with respect to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with Merger and the other partyTransactions shall be in the form mutually agreed to by the parties.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any written public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; PROVIDED, HOWEVER, that either party may, without the foregoingprior consent of the other, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, the rules and regulations of the NYSE if the party making the release or statement it has used its all reasonable best efforts to consult with the other party.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may may, upon the advice of counsel, be required by applicable law law, the National Association of Securities Dealers or any listing agreement with any national securities exchange may be issued prior to such consultation, the NYSE if the party making the release or statement it has used its all reasonable best efforts to consult with the other party.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; PROVIDED, HOWEVER, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, the NYSE if the party making the release or statement it has used its all reasonable best efforts to consult with the other party.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of outside counsel be required by applicable law or any listing agreement with any national securities exchange 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 partylaw.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any similar public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationthe rules and regulations of the NYSE or the American Stock Exchange, if the party making the release or statement it has used its all reasonable best efforts to consult with the other party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Los Buenos Leasing Co Inc)
Public Announcements. Parent and the Company will shall consult with each other and obtain the other’s written consent, before issuing any press release or otherwise making any public statement with respect to statements about this Agreement and or any of the transactions contemplated hereby and by this Agreement. Neither Parent nor the Company shall not issue any such press release or make any such public statement without prior to such consultation and written consent, except to the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be extent required by applicable law Laws or the requirements of any listing agreement with any national securities exchange may be issued prior to such consultationon which Parent’s common stock is then listed, if the party making the release or statement has used in which case Parent use its reasonable best commercial efforts to consult with the other partyCompany and use obtain the Company’s prior written consent before issuing any such release or making any such public statement.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any similar public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationthe rules and regulations of the NYSE or the American Stock Exchange, if the party making the release or statement it has used its all reasonable best efforts to consult with the other party.. SECTION 4.17
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; PROVIDED, HOWEVER, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, the NYSE if the party making the release or statement it has used its all reasonable best efforts to consult with the other party. SECTION 6.13.
Appears in 1 contract
Samples: Execution Copy Agreement (Silicon Graphics Inc /Ca/)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and or the transactions contemplated hereby Merger and shall not issue any such press release or make any such public statement without the prior consent of the other party's prior consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law law, in which case Parent or any listing agreement with any national securities exchange may be issued prior to such consultationthe Company, if the party making the release or statement has used as applicable, shall use its reasonable best efforts to consult with the other partyparty before issuing such release or making any such public statement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arnold Palmer Golf Co)
Public Announcements. So long as this Agreement is in effect, Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby Merger and shall not issue issue, or permit their affiliates to issue, any such press release or make any such public statement without the prior consent of the other partybefore such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law or any listing agreement with any national securities exchange 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 partylaw.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each the other and obtain the prior written consent of the other before issuing any press release or otherwise making any public statement with respect to this Agreement and or the transactions contemplated hereby and shall not issue hereby, provided that any press release or party may make any public statement without the prior consent of the other partydisclosure it believes in good faith is required by applicable law, which consent shall not be unreasonably withheldregulation or stock market rule. Notwithstanding the foregoing, any Parent shall have the sole and exclusive right to issue a press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultation, if and otherwise announce the party making execution of the release or statement has used its reasonable best efforts to consult with Agreement and the other partytransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ambassadors International Inc)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement with respect to this Agreement and the transactions contemplated hereby by this Agreement and shall not issue any such press release or make any such public statement without prior to giving each party the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any opportunity to review and comment on such press release or public statement as may be required by applicable law statement. The parties agree that the initial press release or any listing agreement with any national securities exchange may releases to be issued in connection with the execution of this Agreement shall be mutually agreed upon prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other partyissuance thereof.
Appears in 1 contract
Samples: Agreement of Merger (Noland Co)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange 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 partylaw.
Appears in 1 contract
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement with respect to this Agreement and the transactions contemplated hereby by this Agreement and shall not issue any such press release or make any such public statement without prior to giving each Party the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any opportunity to review and comment on such press release or public statement as may be required by applicable law statement. The Parties agree that the initial press release or any listing agreement with any national securities exchange may releases to be issued in connection with the execution of this Agreement shall be mutually agreed upon prior to such consultation, if the party making the release or statement has used its reasonable best efforts to consult with the other partyissuance thereof.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of counsel be required by applicable law or any listing agreement with any national securities exchange may be issued prior to such consultationthe rules and regulations of the NYSE, if the party making the release or statement it has used its all reasonable best efforts to consult with the other party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/)
Public Announcements. Parent Parent, Acquisition and the Company Company, as the case may be, will consult with each other one another before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby by this Agreement, including, without limitation, the Merger, and shall not issue any such press release or make any such public statement without prior to receiving the prior consent written approval of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement party except as may be required by applicable law or by obligations pursuant to any listing agreement with any national securities exchange 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 partyNYSE.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smith International Inc)
Public Announcements. Parent and the Company will shall -------------------- consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement or any transaction contemplated hereby. Parent and the transactions contemplated hereby and Company shall not issue any such press release or make any such public statement without the prior consent of the other party, (which consent shall not be unreasonably withheld. Notwithstanding the foregoing), any press release or public statement except as may be required by applicable law Law or any listing agreement with the NYSE, the NASD or any national securities exchange may be issued prior to such consultation, if which Parent or the party making Company is a party. The parties have agreed on the text of a joint press release or statement has used its reasonable best efforts to consult with by which Parent and the other partyCompany will announce the execution of this Agreement.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or making any public statement with respect to the Merger or this Agreement and the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding ; provided, however, that a party may, without the foregoingprior consent of the other party, any issue such press release or make such public statement as may upon the advice of outside counsel be required by applicable law or any listing agreement with any national securities exchange 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 partyrules and regulations of NASDAQ.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Live Entertainment Inc)
Public Announcements. Parent and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and or the transactions contemplated hereby and Transactions and, except as may be required by applicable law or any listing agreement with any national securities exchange, neither Parent nor the Company shall not issue any press release or make any public statement with respect to this Agreement or the Transactions without the prior consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement as may be required by applicable law or any listing agreement with any national securities exchange 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 1 contract
Samples: Agreement and Plan of Merger (Ign Entertainment Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement or any transaction contemplated hereby. Parent and 39 the transactions contemplated hereby and Company shall not issue any such press release or make any such public statement without the prior consent of the other party, (which consent shall not be unreasonably withheld. Notwithstanding the foregoing), any press release or public statement except as may be required by applicable law Law or any listing agreement with the NYSE, the NASD or any national securities exchange may be issued prior to such consultation, if which Parent or the party making Company is a party. The parties have agreed on the text of a joint press release or statement has used its reasonable best efforts to consult with by which Parent and the other partyCompany will announce the execution of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenwich Air Services Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and or the transactions contemplated hereby Plan of Arrangement and shall not issue any such press release or make any such public statement without the prior consent written approval of the other partyother, which consent shall not be unreasonably withheld. Notwithstanding except to the foregoing, any press release or public statement as may be extent required by applicable law Law or any listing agreement with any national securities exchange may be issued prior to such consultationthe requirements of the rules and regulations of the ASE or the NYSE, if in which case the issuing party making the release or statement has used its shall use reasonable best efforts to consult with the other partyparty before issuing any such release or making any such public statement.
Appears in 1 contract
Samples: Share Exchange Agreement (North American Vaccine Inc)
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement or any transaction contemplated hereby. Parent and the transactions contemplated hereby and Company shall not issue any such press release or make any such public statement without the prior consent of the other party, (which consent shall not be unreasonably withheld. Notwithstanding the foregoing), any press release or public statement except as may be required by applicable law Legal Requirements or any listing agreement with any national securities exchange may be issued prior to such consultation, if the party making Nasdaq National Market or the release or statement has used its reasonable best efforts to consult with the other partyNational Association of Securities Dealers.
Appears in 1 contract
Public Announcements. Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement or any transaction contemplated hereby. Parent and the transactions contemplated hereby and Company shall not issue any such press release or make any such public statement without the prior consent of the other party, (which consent shall not be unreasonably withheld. Notwithstanding the foregoing), any press release or public statement except as may be required by applicable law Law or any listing agreement with the NYSE, the NASD or any national securities exchange may be issued prior to such consultation, if which Parent or the party making Company is a party. The parties have agreed on the text of a joint press release or statement has used its reasonable best efforts to consult with by which Parent and the other partyCompany will announce the execution of this Agreement.
Appears in 1 contract
Public Announcements. So long as this Agreement is in -------------------- effect, Parent and the Company will shall consult with each other before issuing any press release or otherwise making any public statement statements with respect to this Agreement and the transactions contemplated hereby Offer or the Merger and shall not issue issue, or permit their affiliates to issue, any such press release or make any such public statement without the prior consent of the other partybefore such consultation, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law or any listing agreement with any national securities exchange 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 partylaw.
Appears in 1 contract
Public Announcements. Parent and the Company will consult with each other before issuing any press release or otherwise making any public statement statements with respect to the Merger or this Agreement and the transactions contemplated hereby and shall will not issue any such press release or make any disclosure (to any customers or employees of such Party, to the public statement or otherwise) regarding this Agreement and/or the Transactions without the prior consent of the other party, which consent shall will not be unreasonably withheld. Notwithstanding withheld or delayed; provided, however, that, on the foregoingadvice of legal counsel, any press release or public statement as Parent may be required by applicable law or any listing agreement comply with any national securities exchange may be issued prior to such consultation, if SEC requirements under the party making Securities Act or Exchange Act which requires any disclosure without the release or statement has used its reasonable best efforts to consult with the other partyconsent of Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (DropCar, Inc.)
Public Announcements. Parent and the Company will consult -------------------- with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and shall not issue any press release or make any public statement without the prior consent of the other partyand, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any press release or public statement except as may be required by applicable law law, will not issue any such press release or make any listing agreement with any national securities exchange may be issued such public statement 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 1 contract
Samples: Agreement and Plan of Merger (Raceland Truck Plaza & Casino LLC)
