Common use of Public Announcements Clause in Contracts

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 49 contracts

Samples: Subadvisory Agreement (Direxion Funds), Subadvisory Agreement (Direxion Funds), Investment Subadvisory Agreement (Usaa Mutual Funds Trust)

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Public Announcements. No party shall have the right to issue any press release or otherwise make any other public statements statement with respect to the matters covered by this Agreement or the transactions contemplated herein without the prior written consent of the each other parties hereto, which consent shall party (not to be unreasonably withheld; provided, howeverdelayed, that consent shall not be required ifdenied or conditioned), in the opinion of counsel, such disclosure is except as required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstancesLaw.

Appears in 22 contracts

Samples: Share Exchange Agreement (New America Energy Corp.), Share Exchange Agreement (Optimus Healthcare Services, Inc.), Share Exchange Agreement (Optimus Healthcare Services, Inc.)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; , provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 10 contracts

Samples: Agreement (State Street Master Funds), Master Feeder Participation Agreement (Ameriprime Funds), Agreement (American Aadvantage Funds)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that law and the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 9 contracts

Samples: License Agreement (Usaa Mutual Fund Inc), License Agreement (Usaa Mutual Fund Inc), Feeder Participation Agreement (LKCM Fund)

Public Announcements. No party shall The parties agree not to issue any press release or otherwise make any public statements statement with respect to the matters covered by this Agreement or the transactions contemplated hereby prior to the Closing without the prior written consent of the other parties hereto, Purchaser and Company (which consent shall not be unreasonably withheld; providedwithheld or delayed), however, except to the extent that consent shall not be required if, in the opinion of counsel, such disclosure any party hereto is required by law; provided further, however, that the party making law to make any such disclosure shall provide and such party notifies the other parties hereto a reasonable time before making such disclosure of the nature and content of the intended disclosure, and consults with as much prior written notice such other parties regarding the nature and content of such disclosure as is practical under the circumstancesdisclosure.

Appears in 7 contracts

Samples: Acquisition Agreement and Plan of Merger (Mail Well Inc), Acquisition Agreement and Plan of Merger (Mail Well Inc), Acquisition Agreement and Plan of Merger (Mail Well Inc)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; , provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances. Advance review of sales literature and advertising material shall be subject to the provisions of Section 4.1 of this Agreement.

Appears in 6 contracts

Samples: Third Party Feeder Fund Agreement (Security Income Fund /Ks/), Feeder Fund Agreement (Homestead Funds Inc), Third Party Feeder Fund Agreement (Security Income Fund /Ks/)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably reasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 3 contracts

Samples: Agreement (Usaa Mutual Fund Inc), Agreement (Usaa Mutual Fund Inc), Sub Advisory Agreement (Usaa Mutual Fund Inc)

Public Announcements. No party shall Each of the parties hereto agrees that it will not issue any press release or otherwise make any public statements statement with respect to the matters covered by this Agreement or the transactions contemplated hereby without the prior written consent of the other parties heretoparty, which consent shall not be unreasonably withheldwithheld or delayed; provided, however, that such disclosure can be made without obtaining such prior consent shall not be required if, in if (i) the opinion of counsel, such disclosure is required by law; provided further, however, that and (ii) the party making such disclosure shall provide has first used its reasonable best efforts to consult with the other parties hereto with as much prior written notice party about the form and substance of such disclosure as is practical under the circumstancesdisclosure.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Riviera Holdings Corp), Agreement and Plan of Merger (Elsinore Corp), Agreement and Plan of Merger (Paulson Allen E)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, howeverPROVIDED FURTHER, HOWEVER, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 2 contracts

Samples: Third Party Feeder Agreement (Usaa Mutual Fund Inc), Feeder Agreement (Usaa Mutual Fund Inc)

Public Announcements. No party shall issue any press release or otherwise make any other public statements with respect disclosure of matters related to the matters covered by this Agreement without the prior written consent or any of the transactions contemplated hereby shall be made by Parent or Company unless the other parties hereto, party shall have provided its prior consent (which consent shall not be unreasonably withheld, delayed or conditioned) to the form and substance thereof; provided, however, that consent nothing herein shall not be required if, deemed to prohibit any party hereto from making any disclosure which its counsel reasonably deems necessary or advisable in the opinion of counsel, order to fulfill such party’s disclosure is required obligations imposed by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Optio Software Inc), Agreement and Plan of Merger (Bottomline Technologies Inc /De/)

Public Announcements. No party shall issue any a press release or otherwise make any public statements with respect to the matters covered transactions contemplated hereby, except as may be required by the Bankruptcy Court or by applicable Law, or with respect to filings to be made with the Bankruptcy Court in connection with this Agreement (in which case the party required to make such public statement shall notify the other party prior to making such public statement), without the prior written consent of the other parties heretoparty, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to announcement of the matters covered by this Agreement transactions contemplated hereby without the prior written consent of the other parties heretoparty, which consent shall not be unreasonably withheld; , provided, however, that consent shall not be required if, any Party may make any public disclosure it believes in the opinion of counsel, such disclosure good faith is required by law; provided further, however, that law or regulation (in which case the party making such disclosure shall provide disclosing Party will advise the other parties hereto with as much Parties prior written notice of such to making the disclosure as is practical under and provide a reasonable opportunity for review and comment prior to making the circumstancesdisclosure).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Global Imaging Systems Inc), Stock Purchase Agreement (Global Imaging Systems Inc)

Public Announcements. No party shall issue any a press release or otherwise make any public statements with respect to the matters covered transactions contemplated hereby, except as may be required by Law, by obligations pursuant to any listing agreement with any national securities exchange or over-the-counter market, or with respect to filings to be made with the Bankruptcy Court in connection with this Agreement (in which case the party required to make such public statement shall notify the other party prior to making such public statement), without the prior written consent of the other parties heretoothers, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Central Freight Lines Inc/Tx), Asset Purchase Agreement (Simon Transportation Services Inc)

Public Announcements. (a) No party Party shall issue any press release or otherwise make any written public statements with respect to the matters covered by Arrangement or this Agreement without the prior written consent of the other parties hereto, Party (which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstancesconditioned or delayed).

Appears in 2 contracts

Samples: Agreement (Coral Gold Resources, Ltd.), Arrangement Agreement (Us Concrete Inc)

Public Announcements. No party Party shall issue any press release or otherwise make any public statements or filings with respect to the matters covered by this Agreement or the Closing Documents, or the transactions contemplated herein or therein, without the prior written consent of the other parties heretoParties, which consent shall not be unreasonably withheld; providedwithheld or delayed. Notwithstanding the foregoing, howeverthe Purchaser and its Affiliates shall be permitted to issue any such press release or public statement to comply with applicable Laws, that consent shall not be required if, in the opinion of counsel, such including any disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstancesrequirements applicable to public issuers listed on any recognized stock exchange.

Appears in 2 contracts

Samples: Share Purchase Agreement (Argo Blockchain PLC), Share Purchase Agreement (Argo Blockchain PLC)

Public Announcements. No party shall issue any press release or -------------------- otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent ----------------- shall not be required if, in the opinion of counsel, such disclosure is required by law; , provided further, further however, that the party making such a ---------------- disclosure considered legally required shall provide the other parties hereto heret with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Third Party Feeder Fund (Merrimac Series)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; , provided further, further however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Agreement (Merrimac Series)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Master Feeder Participation Agreement (Ssga Funds)

Public Announcements. No party shall issue any press release or otherwise make any other public statements with respect disclosure of matters related to the matters covered by this Agreement without the prior written consent or any of the transactions contemplated hereby shall be made by Parent or Company unless the other parties hereto, party shall have provided its prior consent (which consent shall not be unreasonably withheld, delayed or conditioned) to the form and substance thereof; providedPROVIDED, howeverHOWEVER, that consent nothing herein shall not be required if, deemed to prohibit any party hereto from making any disclosure which its counsel deems necessary or advisable in the opinion of counsel, order to fulfill such party's disclosure is required obligations imposed by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstancesLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commercial Federal Corp)

Public Announcements. No party Party shall issue any press release or otherwise make any written public statements statement with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that consent the foregoing shall not be subject to each Party's overriding obligation to make any disclosure or filing required ifunder applicable Laws, in and the opinion of counsel, such disclosure is required by law; provided further, however, that Party making the party making such disclosure shall provide use commercially reasonable efforts to give prior oral or written notice to the other parties hereto with as much prior written notice of such Party and reasonable opportunity for the other Party to review or comment on the disclosure as is practical under the circumstancesor filing.

Appears in 1 contract

Samples: Exchange Agreement (Biotricity Inc.)

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Public Announcements. No party shall issue cause the publication of any press release or otherwise make any public statements with respect to the matters covered by announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto, party (which consent shall not be unreasonably withheld; providedwithheld or delayed), however, that consent shall not except as may be required ifby applicable law, in the opinion of counsel, such disclosure is required by law; provided further, however, that which case the party making required to publish such disclosure press release or public announcement shall provide allow the other parties hereto with as much prior written notice party a reasonable opportunity to comment on such press release or public announcement in advance of such disclosure as is practical under publication, to the circumstancesextent practicable.

Appears in 1 contract

Samples: Contribution Agreement (iMedia Brands, Inc.)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, if such disclosure is required by lawapplicable law or regulation; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Subadvisory Agreement (Direxion Shares ETF Trust)

Public Announcements. No party Each Party hereto agrees that, subject to public disclosure and other legal and regulatory obligations, none of them shall issue any press report, statement or release or otherwise make any public statements with respect pertaining to the matters covered by this Agreement or any transaction contemplated hereby, without the prior written consent of the other parties hereto, which Parties. Each Party further agrees that no Party shall unreasonably withhold their written consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, to the issuance of a public disclosure referred to in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstancesthis Section 6.14.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electro Catheter Corp)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure 874731 v1 8 shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Agreement (Usaa Investment Trust)

Public Announcements. No party shall issue any press release or otherwise make any public statements (other than statements made in advertisements and sales literature approved by the Adviser) with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; , provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Agreement (American Aadvantage Mileage Funds)

Public Announcements. No Without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), no party shall issue any press release or otherwise make any public statements statement with respect to the matters covered by existence of or terms of this Agreement without or the prior written consent of the other parties heretoTransactions, which consent shall not be unreasonably withheld; provided, however, that consent shall not except as may be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstancesapplicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (4Front Ventures Corp.)

Public Announcements. No party shall issue any press release or otherwise make any other public statements statement with respect to the matters covered by this Agreement or the transactions contemplated hereby shall be issued by any party without such party having consulted with and obtained the prior written consent of the other parties heretoparties, which consent shall not be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that no such consultation or consent shall not be required if, in the opinion of counsel, such disclosure is necessary if a press release or other public statement is required to be made by applicable law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Packaging Resources Inc)

Public Announcements. No party shall issue any press release or otherwise make any public statements statement with respect to the matters covered by this Agreement or the transactions contemplated hereby without the prior written consent of the other parties party hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, unless in the opinion sole judgment of counselthe disclosing party, such disclosure is otherwise required by law; Applicable Law or in connection with the Bankruptcy Cases, or by any listing agreement with any national securities exchange, provided further, however, that the party making intending to make such disclosure shall provide consult, in advance, with the other parties hereto party with as much prior written notice of such disclosure as is practical under respect to the circumstancesform, timing and content thereof.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (TerraVia Holdings, Inc.)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by lawlaw and as set forth below; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (USAA ETF Trust)

Public Announcements. No party shall issue any press release or otherwise make any public statements with respect to the matters covered by this Agreement without the prior written consent of the other parties party hereto, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; , provided further, however, that the party making such disclosure shall provide the other parties party hereto with as much prior written notice of such disclosure as is practical under the circumstances.

Appears in 1 contract

Samples: Agreement (Sa Funds Investment Trust)

Public Announcements. No party shall issue a press release, make publicly available any press release document or otherwise make any public statements with respect to announcement concerning this Agreement, the matters covered by this Agreement terms hereof or the transactions contemplated hereby without obtaining the prior written consent of the other parties heretoparty, which consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in the opinion of counsel, such disclosure is required by law; provided further, however, that the party making such disclosure shall provide the other parties hereto with as much prior written notice of such disclosure as is practical under the circumstanceswithheld or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Somerset International Group,inc.)

Public Announcements. No Except as required by law or on advice of -------------------- counsel, neither party shall issue any press release or otherwise make any public statements with respect to statement regarding the matters covered by this Agreement transactions contemplated hereby without the prior written consent approval of the other parties, and the parties heretohereto shall issue a mutually acceptable press release as soon as practicable after the date hereof. Notwithstanding the foregoing, which either party shall be permitted to make any public statement without obtaining the consent shall not be unreasonably withheld; provided, however, that consent shall not be required if, in of any other party hereto if (i) the opinion of counsel, such disclosure is required by law; provided further, however, that law and (ii) such party has first used its reasonable efforts to consult with (but not to obtain the party making such disclosure shall provide consent of) the other parties hereto with as much prior written notice about the form and substance of such disclosure as is practical under the circumstancesdisclosure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Polyphase Corp)

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