Common use of Press Releases and Communications Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Stanadyne Corp), Stock Purchase Agreement (Clarcor Inc.)

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Press Releases and Communications. The parties agree that (i) Prior to the Closing, no press release or public announcement related to this Agreement or the transactions contemplated herein, any other announcement or communication to the employees, clients or suppliers of the Company, shall be issued or made by any party hereto without the joint approval of Buyer and Seller, unless required by law (in the Company and/or Holdings reasonable opinion of counsel) in which case Buyer and Seller shall each have the right to issue an initial review such press release with respect release, announcement or communication prior 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)its issuance, 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 Closingdistribution or publication; provided, however, that (a) the foregoing will shall not restrict or prohibit Seller, its Subsidiaries or an Acquired the Company from making any announcement to its employees, customers and other business relations following consultation with Buyer to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements or acknowledgments the Company reasonably determines in good faith that such party announcement 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 SECadvisable. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Company, L.L.C. Vestar Capital Partners (“Vestar”) and its respective Affiliates (except for the Acquired CompaniesCompany and its Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, Agreement and use the name of the Company and the Acquired Companies its Subsidiaries and their logos (including their performance and improvementsany abbreviation, variation or derivative thereof) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and Vestar’s or its Affiliates, including fund raising, marketing, informational or reporting activities, as applicable. Notwithstanding anything contained herein to the contrary, in no event will shall Buyer or, after the Closing, the Acquired Companies Company have any right to use Kohlberg & Company, L.L.C.Vestar’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 & Vestar. The Buyer hereby consents and grants to Seller and Vestar, effective upon the Closing and thereafter, on behalf of itself and the Company and its Subsidiaries, the non-exclusive right and license to use the Company’s, L.L.C.and each of its Subsidiary’s, name and associated xxxx and logo to describe its investment in, and its historic relationship with, the Company and its Subsidiaries on its website and in marketing and promotional materials.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pinnacle Foods Finance LLC)

Press Releases and Communications. The parties agree that (i) 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 or suppliers 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 Company and/or Holdings Representative, unless required by applicable law or the rules or regulations of any applicable United States securities exchange or Governmental Body to which the relevant party is subject, in which case such party subject to such regulatory obligation shall each have the right to issue an initial press release with respect make such disclosure as required by applicable law, without the obligation to obtain the execution approval 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 Closingparty; provided, however, that (a) such party shall provide the other party the opportunity to review and comment on any such press release, announcement or communication; provided, further, that the foregoing will not restrict or prohibit Seller, the Company or any of its Subsidiaries or an Acquired Company from from, after good faith consultation with Buyer, making any announcement to its employees, customers and other business relations to the extent Seller the Company or such Subsidiary reasonably determines, in good faith and Buyer agree and (b) nothing contained herein limits any party from making any announcementsafter consultation with Buyer, statements or acknowledgments that such party announcement 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 SECadvisable. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & Companyfollowing the Closing, L.L.C. Parthenon and its respective Affiliates (except for the Acquired CompaniesCompany and its Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, Agreement and the Company and the Acquired Companies its Subsidiaries (including its and their performance and improvements) in connection with the ordinary course business operations of Kohlberg & Company, L.L.C. and Parthenon's or 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 Company or any of its Subsidiaries or Affiliates have any right to use Kohlberg & Company, L.L.C.’s or its Affiliates’ Parthenon's 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 & CompanyParthenon. Within thirty days following the Closing, L.L.C.Buyer shall amend the constitutional documents of the Blocker to remove "Parthenon" from its name and shall promptly provide evidence of the same to the Representative.

Appears in 1 contract

Samples: Equity Purchase Agreement (ClubCorp Holdings, Inc.)

Press Releases and Communications. The parties agree that No press release or public announcement related to this Agreement or the Transaction will be issued or made without the joint approval of Purchaser and Seller (i) Buyer which approval will not to be unreasonably withheld, conditioned, or delayed), unless required by Law or applicable stock exchange rules and the Company and/or Holdings shall each regulations, in which case Purchaser and Seller, as applicable, will have the right to review and consult with the other party on any such press release or public announcement prior to publication to the extent reasonably practicable; provided, that, from and after the Closing Date, such consent or review and consultation, as the case may be, will only be necessary to the extent reasonably practicable and no such consent or review and consultation will be necessary to the extent that any such press release or public announcement does not contain any previously-redacted information not already contained in any previous press release or public announcement that was otherwise made in compliance with this Section 10.01; provided, further that (a) each of Seller and Purchaser and their respective Affiliates will be entitled to communicate with its and its Affiliates' respective directors, managers, officers, employees, current or prospective limited partners and investors in connection with their fundraising and reporting activities or otherwise in the ordinary course of their respective businesses; and (b) Seller will not, and will cause each of the Company and its Subsidiaries to not, prior to the Closing, make any broad-based announcements or disclosures regarding the Transaction to any employees, customers, suppliers, or other business partners of the Company or its Subsidiaries without the prior written consent of Purchaser. Notwithstanding the foregoing, from the date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to Article VIII), the Company will not, and will use its reasonable best efforts to cause the SPAC and the other parties to the Business Combination Agreement (the "SPAC Parties") not to, issue any press release or public announcement related to the SPAC Termination without Purchaser's prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and the timing of the initial press release shall be discussed and mutually agreed between Purchaser and the Company and enforced against the SPAC Parties by the Company. If, from the date of this Agreement until the Closing (or the earlier termination of this Agreement pursuant to Article VIII), any SPAC Parties coordinate with the Company regarding any press release or public announcement related to the SPAC Termination, the Company will use its reasonable best efforts to share the terms and provisions of such press release or public announcement with Purchaser and consult with Purchaser as to the content and timing of such release; provided, that the Company shall not be obligated to disclose any information (or take any action that could result in the disclosure of such information) the disclosure of which would breach (or would reasonably be expected to breach) its confidentiality obligations to the SPAC, based on the reasonable advice of counsel, under the Business Combination Agreement. Neither Seller nor the Company will, and the Company will use its reasonable best efforts to cause the SPAC Parties not to, issue an initial press release with respect or public announcement related to the execution of SPAC Termination, this Agreement or the Transaction prior 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 Purchaser's initial 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 SECpublic announcement. 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.66

Appears in 1 contract

Samples: Stock Purchase Agreement (Signet Jewelers LTD)

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Press Releases and Communications. The parties agree that 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 to the employees, independent contractors, customers or suppliers or other business relations of the Company or any of its Subsidiaries, will be issued or made by any party hereto (ior any Affiliate or representative of a party) Buyer without the joint prior written approval of Parent and the Company, unless required by law, including stock exchange requirements (in the reasonable opinion of counsel to Parent or the Company, as applicable) in which case Parent and the Company and/or Holdings shall each will have the right to issue an initial review such press release with respect release, announcement or communication prior 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)its issuance, 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 Closingdistribution or publication; provided, however, that (a) prior to Closing the foregoing will not restrict or prohibit Seller, the Company or any of its Subsidiaries or an Acquired Company from making any non-public announcement with respect to its this Agreement or the transactions contemplated hereby to their respective employees, customers independent contractors, customers, suppliers and other business relations to the extent Seller and Buyer agree and (b) nothing contained herein limits any party from making any announcements, statements the Company or acknowledgments such Subsidiary reasonably determines in good faith that such party announcement 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 advisable, but Parent and the Company will have the right to be made in filings with the SECreview such announcement or communication prior to its issuance, distribution or publication. For the avoidance of doubt, the parties hereto acknowledge and agree that Kohlberg & CompanyXxxx Capital, L.L.C. LP and its respective Affiliates (except for the Acquired CompaniesCompany and its Subsidiaries) may provide general information about the subject matter of this Agreement, Seller, Agreement and the Company and the Acquired Companies its Subsidiaries (including its and their performance and improvementsimprovements prior to Closing) in connection with the ordinary course business operations of Kohlberg & CompanyXxxx Capital, L.L.C. and its Affiliates, including LP’s fund raising, marketing, informational or reporting activities. Notwithstanding anything contained herein to the contrary, unless required by law or applicable stock exchange requirement, in no event will Buyer orParent, after the Closing, the Acquired Companies Surviving Corporation or any of its Subsidiaries, or any of their respective Affiliates or representatives, have any right to use Kohlberg & CompanyXxxx Capital, L.L.C.LP’s or its Affiliates’ name or xxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public publicly disseminated document or communication without the express prior written consent of Kohlberg & CompanyXxxx Capital, L.L.C.LP (which may be withheld, conditioned or delayed by Xxxx Capital, LP in its sole and unfettered discretion).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Frank's International N.V.)

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