Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Closing Date or the date this Agreement is terminated, subject to the Confidentiality Agreement, the Company shall, and shall cause the Subsidiaries to, give Parent and Merger Sub and Parent’s and Merger Sub’s representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company and the Subsidiaries, and shall make the officers and employees of the Company and the Subsidiaries available to Parent and Merger Sub and their representatives as Parent, Merger Sub and their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or a Subsidiary (including ISG) to take any actions that would unreasonably disrupt the normal course of their businesses or violate any applicable Law; provided, however, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws (including the HSR Act). Other than as expressly prohibited in the preceding sentence, prior to the Closing or termination of this Agreement, Parent is authorized to contact any officer, director, employee, lender or, with the prior written consent of the Company (which consent will not be unreasonably withheld, delayed or conditioned), franchisee, customer, supplier, distributor or other material business relation of the Company or the Subsidiaries prior to the Closing.
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Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Closing Date Effective Time or the date this Agreement is terminated, subject to terminated (the Confidentiality Agreement“Interim Period”), the Company shall, and shall cause the Subsidiaries toits Subsidiaries, give Parent and Merger Sub and Parent’s and Merger Sub’s representativesits Representatives to, upon reasonable notice, permit reasonable access during normal business hours to the offices, facilities, books and records of the Company and the Subsidiaries, and shall make the officers and employees of the Company and the its Subsidiaries available to as Parent and Merger Sub and their representatives as Parent, Merger Sub and their representatives shall may from time to time reasonably request; provided, in each case to the extent however, that such access and disclosure would shall not obligate require the Company or a Subsidiary (including ISG) and its Subsidiaries to take any actions that would unreasonably disrupt interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law; provided, howeverfurther, that nothing herein shall require the Company to provide access or to disclose any information to Parent the other party or its Representatives if (x) such information is protected by the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened litigation or governmental investigations or (y) such access or disclosure would be in violation of applicable Laws (including or confidentiality agreements entered into by the HSR Act)Company or its Subsidiaries prior to the date hereof. Other than as expressly prohibited in Without limiting the preceding sentenceforegoing or the terms of the Confidentiality Agreement, prior to the Closing or termination of this AgreementClosing, Parent is authorized shall, and shall cause its Affiliates and Representatives to, hold all information relating to contact any officer, director, employee, lender or, the Company and its Subsidiaries made available in connection with the prior written consent of transactions contemplated by this Agreement in compliance with applicable Laws, including applicable Privacy Laws, and promptly notify the Company (which consent will not be unreasonably withheld, delayed upon learning of any failure to do so or conditioned), franchisee, customer, supplier, distributor or other material business relation of the Company or the Subsidiaries prior any unauthorized access to the Closingsuch information.
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