Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein or any other announcement or communication to the employees, purchasers, or suppliers of the Company or any of its Subsidiaries shall be issued or made by any party hereto without the joint approval of Buyer and the Sellers, unless required by applicable Laws (in the reasonable opinion of counsel) in which case Buyer and the Sellers shall have the right to review and provide suggested comments concerning the disclosure contained in such press release, announcement or communication prior to issuance, distribution or publication.
Press Releases and Communications. All parties shall be included when communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. Unless otherwise directed by the other parties, in all communications, each party shall make specific reference to all other parties.
Press Releases and Communications. The parties agree that the public announcement of the execution of this Agreement by (a) Buyer shall be substantially in the form of the press release attached as Exhibit E-1 (the "Buyer Press Release") and (b) Parent shall be substantially in the form of the press release attached as Exhibit E-2 (the "Seller/Company Press Release"). No other press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any party hereto or Affiliate thereof without the joint approval of Buyer and H&H Group; provided, however, that the provisions of this Section 11.01 shall not prohibit (i) any disclosure or filing required by any applicable Law (including any federal securities Laws or stock exchange listing requirements); provided, however, that, if such disclosure or filing is being made by Buyer, H&H Group or their respective Affiliates in order to comply with federal or state securities Laws, Buyer or H&H Group, as the case may be, shall use commercially reasonable efforts to provide H&H Group or Buyer, as the case may be, with a draft of such disclosure or filing and an opportunity to comment thereon before such disclosure or filing is made or (ii) any disclosure made in any Action in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that the foregoing shall not restrict or prohibit Seller from making any announcement (subject to Seller providing Buyer, for any such announcement to be made in writing, with a draft of such announcement at least one (1) Business Day prior to making such announcement, and providing Buyer an opportunity to comment thereon before such announcement is made) to its employees, customers, suppliers and other business relationships to the extent Seller reasonably determines in good faith that such announcement is necessary or advisable.
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made without the joint approval of the Buyer and the Seller, unless required by law (in the reasonable opinion of legal counsel) in which case the Buyer and the Seller shall have the right to review such press release or announcement prior to publication.
Press Releases and Communications. The parties agree that (i) Buyer and the Company and/or Holdings shall each have the right to issue an initial press release with respect to the execution of this Agreement to be issued promptly following the execution and delivery of this Agreement (which the other party has had an opportunity to review), and (ii) Buyer and the Company shall each have the right to issue a press release confirming the closing of the transactions contemplated hereby to be issued promptly following the Closing; provided, however, that (a) the foregoing will not restrict or prohibit Seller, its Subsidiaries or an Acquired Company from making any announcement to its employees, customers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments that such party is required by applicable Laws or the requirements of any national securities exchange to make, issue or release, or limit Buyer or Seller from making any disclosures that it deems necessary or advisable to be made in filings with the SEC. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. and its respective Affiliates (except for the Acquired Companies) may provide general information about the subject matter of this Agreement, Seller, the Company and the Acquired Companies (including their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and its Affiliates, including fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, in no event will Buyer or, after the Closing, the Acquired Companies have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Kohlberg & Company, L.L.C.
Press Releases and Communications. The parties hereto will, and will cause each of their Affiliates to, and will direct each of their respective representatives to, maintain the confidentiality of this Agreement and will not issue, or cause the publication of, any public release or announcement concerning the Transactions without the prior written consent of both Purchaser and the Stockholders’ Representative (such consent shall not be unreasonably withheld, conditioned or delayed; provided, that no party hereto shall be required to consent to any public release or announcement that contains the financial terms of the Transactions or any financial information of the other party). Notwithstanding the foregoing, (i) the foregoing shall not restrict or prohibit any of the parties hereto from making any release or announcement required by applicable law or the rules or regulations of any securities exchange (in which case, the party hereto required to make the release or announcement shall allow the other party hereto reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), (ii) the foregoing shall not restrict or prohibit the Company and its Affiliates from making any announcement to the Acquired Companies’ employees, Franchisees, current and former stockholders and other business relationships to the extent the Company determines in good faith that such announcement is necessary or advisable and (iii) any party or any party’s Affiliates who is an investment fund may disclose the terms of the Transactions and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s business. Each party hereto shall be responsible for any breach of this Section 5.06 by one or more of its Affiliates.
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated hereby, or, prior to the Closing, any other announcement or communication related to this Agreement or the transactions contemplated hereby to the employees, independent contractors, customers or suppliers of or other business relations of the Company or any of its Subsidiaries, will be issued or made by any party hereto without the joint approval of Buyer and the Sellers’ Representative, in each case unless required by law (in the reasonable opinion of counsel), court process or the rules or regulations of any national securities exchange, in which case the party required to make the press release, announcement or communication shall use its reasonable best efforts to allow the Seller’s Representative (in the case of Buyer) or Buyer (in the case of any WCAS Blocker Seller, WCAS Blocker or the Company) reasonable time to comment on such publication or announcement in advance of the issuance thereof; provided, that the foregoing will not restrict or prohibit (a) the Company or its Subsidiaries from making any announcement to its employees, independent contractors, customers, suppliers and other business relations to the extent the Company or its Subsidiaries reasonably determine in good faith that such announcement is necessary or advisable or (b) Buyer or its Affiliates from making any communications to the Company’s or its Subsidiaries’ customers, suppliers and other business relations to the extent Buyer reasonably determines in good faith that such announcement is necessary or advisable. For the avoidance of doubt, the parties hereto acknowledge and agree that WCAS Blocker and its respective Affiliates may provide general information about the subject matter of this Agreement (excluding any economic or other substantive terms hereof) in connection with WCAS Blocker or its Affiliate’s fund raising, marketing or reporting activities.
Press Releases and Communications. No press release or other public announcement or other disclosure related to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby shall be issued by Buyer without the prior written consent of Sellers’ Representative, or by Sellers or Sellers’ Representative without the prior written consent of Buyer, unless required by applicable Law, any Governmental Authority or any rule or other requirement of any applicable securities exchange (in each case, on the advice of outside counsel), in which case the non-disclosing Party shall have the right to review such press release, public announcement or other disclosure prior to its issuance; provided, that the foregoing shall not restrict any Party from disclosing any information regarding the transactions contemplated by the Agreement or the other Transaction Documents (a) to any of its direct and indirect equity holders (including fund limited partners), Affiliates and its and their respective Representatives and financing sources, (b) for purposes of compliance with its or its Affiliates’ respective financial or Tax reporting obligations, (c) in connection with its or its Affiliates’ fundraising or marketing activities or (d) as may be required to enforce the terms of this Agreement, provided further, that the forgoing shall not restrict Buyer, Buyer Parent or Platinum Equity Advisors, LLC (or with respect to the following clause (iii), Sellers or Sellers’ Representative) from disclosing any information regarding the transactions contemplated by the Agreement or other Transaction Documents (i) as may be required by applicable Law, the fiduciary duties of the Buyer, Buyer Parent, Buyer Parent’s board of directors or Platinum Equity Advisors, LLC, (ii) as may be required by obligations pursuant to any listing agreement with any national securities exchange or (iii) that is consistent in all material respects with previous press releases, public disclosures or public statements made by a party hereto in accordance with this Section 7.12, including investor conference calls, filings with the SEC, Q&As or other publicly disclosed documents, in each case under this clause (c) to the extent such disclosure is still accurate. Nothing in this Section 7.12 shall restrict or prohibit Buyer, Buyer Parent or Platinum Equity Advisors, LLC or any of their respective affiliates from making any (i) customary announcement or other communication in connection with the arrangement of the...
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or, prior to the Closing, any other announcement or communication to the employees, customers, suppliers or other business relations of the Company or any of its Subsidiaries, shall be issued or made without the joint approval of Parent and Seller (such approval not to be unreasonably withheld, conditioned or delayed), unless required by Law (in the reasonable opinion of counsel) in which case Parent and Seller shall have the right to review and comment on such press release or announcement prior to publication and Parent and Seller shall consider in good faith any such comments received; provided, that Seller shall be entitled to communicate with and may disclose the terms and the existence of this Agreement and the transactions contemplated herein to its direct and indirect equityholders, as applicable, in order that such Persons may provide information about the subject matter of this Agreement and the transactions contemplated herein to their respective investors and prospective investors (provided such investors are subject to customary confidentiality agreements) in connection with their ordinary course fundraising and reporting activities, and following the consummation of the transactions contemplated herein, Seller and its Affiliates shall retain the right to disclose the Company’s and its Subsidiaries’ historical sales and earnings information for the period during which the Company was owned by Seller so long as such disclosures are consistent with the financial information included in the Proxy Statement or any subsequent filings by Parent with the SEC, in each case, in connection with any ordinary course fundraising and reporting activities. For the avoidance of doubt, each party hereto may make announcements to their respective employees or other business relations that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement. Nothing contained herein shall restrict or prohibit Parent (or any of its Affiliates or its and their respective representatives) from making any announcements or communications regarding the transactions contemplated herein, including filing this Agreement or any Ancillary Agreement publicly with any Governmental Body, if such announcement or communication (including filing) is required by applicable securities Law or pursuan...
Press Releases and Communications. No press release or public announcement related to this Agreement or the transactions contemplated herein, or before the Closing any other announcement or communication to the employees, customers or suppliers of the Company, shall be issued or made without the joint approval of the Purchaser and the Stockholders, unless required by Law (in the reasonable opinion of counsel) in which case the Purchaser and the Stockholders shall have the right to review and comment on such press release or announcement before publication.
