Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Lewis & Clark Ventures I, LP), Agreement and Plan of Merger (RiverRoad Capital Partners, LLC), Agreement and Plan of Merger (Sagrera Ricardo A.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, will afford to Parent, Merger Sub VIALOG and their respective representatives reasonable the Representatives of VIALOG full access during normal business hours during throughout the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective of its (and its Subsidiaries') properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, will furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities Laws laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (iiB) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Registration Statement, and (iii) such other information concerning its businessany of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those which are expressly incorporated in preparation and the workpapers of its auditors). Nothing herein (including, this Agreement by reference for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes benefit of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsparties hereto, the strategic VIALOG will hold and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and will use commercially reasonable efforts to obtain cause the consent Representatives of such third party VIALOG to provide such information hold, and otherwise provide such access the Company will hold and will use commercially reasonable efforts to Parent, if requested and (b) generally describe cause the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Representatives of the Company to hold, in strict confidence all non-public documents and information furnished (whether prior or another person designated in writing by subsequent hereto) to VIALOG or to the Company. Notwithstanding anything herein to , as the contrarycase may be, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingTransactions.
Appears in 7 contracts
Samples: Agreement and Plan (Vialog Corp), Asset Purchase Agreement (Vialog Corp), Agreement and Plan (Vialog Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, will afford to Parent, Merger Sub VIALOG and their respective representatives reasonable the Representatives of VIALOG full access during normal business hours during throughout the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective of its (and its Subsidiaries') properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, will furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities Laws laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and certifying financial statements and financial information and (iiB) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Financing Document, and (iii) such other information concerning its businessany of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those which are expressly incorporated in preparation and the workpapers of its auditors). Nothing herein (including, this Agreement by reference for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes benefit of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsparties hereto, the strategic VIALOG will hold and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and will use commercially reasonable efforts to obtain cause the consent Representatives of such third party VIALOG to provide such information hold, and otherwise provide such access the Company will hold and will use commercially reasonable efforts to Parent, if requested and (b) generally describe cause the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Representatives of the Company to hold, in strict confidence all non-public documents and information furnished (whether prior or another person designated in writing by subsequent hereto) to VIALOG or to the Company. Notwithstanding anything herein to , as the contrarycase may be, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingTransactions.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Call Points Inc), Agreement and Plan of Reorganization (Call Points Inc), Agreement and Plan of Reorganization (Call Points Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub NeoHydro Technologies Corp. and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or to its and to the valid termination of this Agreement pursuant to Article VII, to all their respective Company’s properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any nonpublic information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)confidence. • No investigation pursuant to this Section 5.2 4.01 shall affect any representation representations or warranty in this Agreement warranties of any party hereto the Parties herein or any condition the conditions to the obligations of the parties Parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 5 contracts
Samples: Agreement (Neohydro Technologies Corp.), Agreement (Neohydro Technologies Corp.), Agreement (Neohydro Technologies Corp.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Meridian shall cause each of its Subsidiaries to, afford to ParentATS and its accountants, Merger Sub counsel, lenders, financial advisors and their respective other representatives reasonable (the "Representatives") full access during normal business hours during throughout the period from prior to the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, Closing Date to all their respective of Meridian's properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) relating to the Meridian Assets and the Meridian Business and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any of them pursuant to the requirements of federal any Applicable Law or state securities Laws and filed by it with any Authority in connection with the Transactions or which may have an Adverse Effect on the Meridian Assets or the Meridian Business or the businesses, operations, properties, prospects, personnel, condition, (financial or other), or results of operations thereof, (ii) to the extent not provided for pursuant to the preceding clause, all financial records, ledgers, work papers and other sources of financial information possessed and controlled by Meridian or its accountants deemed by ATS or its Representatives necessary or useful for the purpose of performing an audit of the business of the Meridian Business and certifying financial statements and financial information, and (iii) such other information in the possession and control of Meridian or its accountants concerning its businessany of the foregoing as ATS shall reasonably request; provided, properties however, that Meridian shall not be required to permit any such access to the extent same would unreasonably interfere with Meridian's normal business operations. All non-public information relating to the Meridian Assets or the Meridian Business furnished prior to the execution, or pursuant to the provisions, of this Agreement, including without limitation this Section, or, in the case of Meridian, with respect to the covenant hereinafter set forth, whether or not so furnished, will be kept confidential and personnel shall not, (x) prior to the Closing, without the prior written consent of Meridian, or (y) from and after the Closing, without the prior written consent of ATS, be disclosed by ATS or Meridian, as Parent the case may be, in any manner whatsoever, in whole or Merger Sub may reasonably request (including Tax Returns filed in part, and those shall not be used by ATS prior to the Closing for any purposes, other than in preparation and connection with the workpapers of its auditors)Transactions. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) In no event shall require the Company ATS or any of its Subsidiaries to provide Representatives use such access or information to the extent that such action (A) would reasonably be expected to result in a waiver detriment of attorney-client privilegeMeridian or, work product doctrine from and after the Closing by Meridian or similar privilegeany of its Representatives, (B) specifically relates to the evaluationdetriment of ATS. Prior to the Closing, deliberation ATS agrees to reveal such information only to those of its Representatives or minutes other Persons who need to know such the information for the purpose of evaluating the Transactions, who are informed of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent confidential nature of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access who shall undertake to Parentact in accordance with the terms and conditions of this Agreement. From and after the Closing, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Meridian shall not, and shall cause their respective representatives not towithout the prior written consent of ATS, contact disclose any partner, licensor, licensee, customer information remaining in its possession with respect to the Meridian Assets or supplier the Meridian Business or to which it may have access in accordance with the provisions of the Company following paragraph, and no such information shall be used for any purposes, other than in connection with the OfferTransactions or to the extent required by Applicable Law, except as otherwise provided in the Merger following paragraph. All books and records to which Meridian is entitled to access pursuant to the provisions of this Agreement shall be retained by ATS at is offices in the Los Angeles area for a period of at least five (5) years from the Closing Date. ATS shall permit Meridian to photocopy such books and records to the extent reasonably required for the permissible purposes described in the definition of Assets. In the event of any conflict between the provisions of this paragraph and the provisions of any noncompetition or confidentiality agreement executed by Meridian or any of its principals, the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact provisions of this paragraph shall be arranged by and with a representative of the Company participatingcontrolling.
Appears in 5 contracts
Samples: Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Tower Systems Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub the Parent and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or of the valid termination of this Agreement pursuant Merger to Article VII, its and to all their respective Company Subs’ properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries and Company Subs’ officers, employees and representatives to, furnish promptly to Parent: the Parent all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their respective obligations hereunder, during the period prior to the Effective Time of the Merger, the Parent shall provide the Company and its representatives with reasonable access during normal business hours to its and Merger Sub’s properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their obligations hereunder, and, during such period, the Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Sub, and the Parent will hold, and Merger Sub acknowledge will cause its respective directors, officers, employees, accountants, counsel, financial advisors and agree that other representatives and affiliates to hold, any such contact shall be arranged by and with a representative of the Company participatingnonpublic information in confidence.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Designer Export, Inc), Agreement and Plan of Merger (China Executive Education Corp), Agreement and Plan of Merger (T.O.D. Taste on Demand Inc)
Access to Information; Confidentiality. (a) Upon Subject to applicable Law, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement pursuant to Section 10.01, (1) upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Seller shall cause each of its Subsidiaries to, afford to Parent, Merger Sub Purchaser and their respective representatives Purchaser’s Representatives reasonable access during normal business hours during to each Asset Seller Entity’s officers, employees, agents, properties, books, Contracts and records (in each case to the period from extent related to the date Triage Business and other than any of the foregoing that relate to the negotiation and execution of this Agreement until Agreement, the earlier of Merger Agreement, the Effective Time Other Transactions or any other transactions potentially competing with or alternative to the valid termination of this Agreement pursuant Transactions or proposals from other parties relating to Article VII, any competing or alternative transactions) and (2) Seller shall furnish promptly to all their respective propertiesPurchaser and Purchaser’s Representatives such information to the extent concerning the Triage Business and its personnel, assets, booksLiabilities and properties as Purchaser may reasonably request, contracts, commitments, personnel and records and, during such period, including the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: information set forth on Schedule 6.04(a)(i); provided that (i) Purchaser and its Representatives shall conduct any such activities in such a copy manner as not to interfere unreasonably with the business or operations of each report, schedule, registration statement and other document filed Seller or received by it during such period pursuant to the requirements of federal or state securities Laws its Affiliates and (ii) all other Xxxxxx shall be provided copies of any information concerning its businessprovided to Purchaser pursuant to this Section 6.04(a) and afforded reasonable prior notice of, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of opportunity to accompany Purchaser’s and Seller’s respective Representatives in connection with, any access by Purchaser or its auditors). Nothing herein (including, for the avoidance of doubt, Representatives provided pursuant to this Section 5.2(a) and Section 5.2(b6.04(a)) ; provided further, however, that Seller shall require the Company or any of its Subsidiaries not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so is reasonably likely to the extent that such action (A) would reasonably be expected to result in a waiver violate applicable Law or an applicable Judgment, (B) jeopardize the protection of an attorney-client privilege, attorney work product doctrine protection or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other legal privilege or (C) would reasonably be expected expose Seller or its Affiliates to violate any applicable Law risk of Liability for disclosure of sensitive or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of personal information. In any such confidentiality obligations or access restrictions and event, Seller shall use commercially its reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parentcommunicate, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent feasible, the applicable information in a way that would not prohibited by law violate the applicable Law, Contract or the underlying document)obligation or risk waiver of such privilege or protection or risk such Liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation All requests for information made pursuant to this Section 5.2 6.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person Person designated in writing by the Company. Notwithstanding anything herein Seller on Schedule 6.04(a)(ii) with a copy to the contraryPerson designated by Xxxxxx thereon (or in each case, Parent and Merger Sub shall notany replacement thereto, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior as to which Purchaser receives written consent (such consent not to be unreasonably withheld, conditioned or delayednotice), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 4 contracts
Samples: Triage Purchase Agreement (Alere Inc.), Triage Purchase Agreement (Quidel Corp /De/), Triage Purchase Agreement (Alere Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeExcept as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the loss or waiver of any attorney-client (or other legal) privilege, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering during the Merger TransactionsPre-Closing Period, the Company shall, shall (and shall cause each of its the Company Subsidiaries to), afford under the supervision of appropriate personnel of the Company and in such a manner as not to Parentunreasonably interfere with the normal operation of the business of the Company or any Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, Merger Sub and their respective representatives reasonable access during normal business hours during and upon reasonable prior notice to the period from Company by Parent, to the date of this Agreement until the earlier officers, employees, agents, properties, offices and other facilities of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel Company and records and, during such period, the Company shallSubsidiaries and to the books and records, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement work papers and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws documents thereof (including up-to-date employee census documents), and (ii) all other furnish as promptly as practicable to Parent such information concerning its the business, properties properties, Company Products, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing request; provided that nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company to (or any of cause its Company Subsidiaries to provide to) afford such access or furnish such information to the that extent that such action the Company’s outside legal counsel advising it in writing that doing so would (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegepotentially contravene applicable Law, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board jeopardize any attorney-client (or any committee or subcommittee thereofother legal) related to the Merger Transactions, the strategic and financial alternatives process leading theretoprivilege, or any information or (C) require the disclosure of materials provided to the Company Board (or any committee resolutions or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer minutes of the Company Board, in each case, related to or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the OfferCompany Board’s consideration of the Merger; provided, further, that, in the case of the foregoing clause (A), the Merger Company shall use reasonable best efforts to provide such access or any disclosure in a manner that does not contravene applicable Law, in the case of the other Merger Transactions without the Company’s prior written consent foregoing clause (such consent not to be unreasonably withheld, conditioned or delayedB), and the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and Merger Sub acknowledge and agree if applicable, by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement that any would alleviate such contact loss of privilege, and, in the case of the foregoing clause (C), the Company shall be arranged by and with use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a representative manner that would not result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company participatingBoard, in each case, related to or in connection with the Company Board’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the Company Board’s consideration of the Merger where such materials, minutes or resolutions include matters that are not related to the Company Board’s consideration of the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Agreement and Plan of Merger (Nordson Corp), Voting and Support Agreement (Nordson Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and American shall cause each of its Subsidiaries to, afford to ParentMergeparty and its accountants, Merger Sub counsel, investment bankers, financial advisors and their respective other agents and representatives reasonable (the "Representatives") full access during normal business hours during throughout the period from prior to the date Closing Date to all of this Agreement until the earlier its (and its Subsidiaries', other than those of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective Tower Subsidiaries) properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request any Applicable Law (including Tax Returns without limitation the FCA) or filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company by it or any of its Subsidiaries (other than the Tower Subsidiaries) with any Authority in connection with the Merger or which may have a material effect on it or its business, financial condition or results of operations, and (ii) such other information concerning any of the foregoing as Mergeparty shall reasonably request; provided, however, that the foregoing shall not require American to provide such access permit any disclosure or information to disclose any information, that in the extent that such action (A) reasonable judgment of American would reasonably be expected to result in a waiver the disclosure of attorney-client privilege, work product doctrine any trade secrets of third parties or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any of its obligations with respect to confidentiality obligation owing to a third party so long as the Company if American shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable have used its best efforts to obtain the consent of such third party to provide such inspections or disclosure. All requests for information shall be directed to an executive officer of American or such other Persons as may be designated by American. All information disclosed pursuant to this Section or otherwise shall be governed by the terms of the Confidentiality Agreement, the terms and otherwise provide such access to Parent, if requested provisions of which are incorporated herein by reference with the same force and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)effect as though set forth here in their entirety. No investigation pursuant to this Section 5.2 or otherwise shall affect any representation or warranty of American in this Agreement of any party hereto or any condition to the obligations of the parties Mergeparty hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (American Radio Systems Corp /Ma/), Agreement and Plan of Merger (CBS Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result the earlier of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the valid termination of furthering the Merger Transactionsthis Agreement in accordance with Article 7, the Company shall, and shall cause each of its Subsidiaries to, afford : (i) provide to Parent, Parent and Merger Sub and their respective representatives Representatives reasonable access during normal business hours during in such a manner as not to interfere unreasonably with the period from business conducted by the date Company or any of this Agreement until its Subsidiaries, upon prior notice to the earlier Company, to the officers, employees, properties, offices and other facilities of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel Company and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws books and records thereof and (ii) all other use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning its the business, properties properties, Contracts, assets and personnel liabilities of the Company and each of its Subsidiaries as Parent or Merger Sub its Representatives may reasonably request request; provided, however, that the Company shall not be required to (including Tax Returns filed and those in preparation and the workpapers or to cause any of its auditorsSubsidiaries to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege). Nothing herein , (includingB) result in the disclosure of any trade secrets of third parties or otherwise breach, for contravene or violate any effective Contract existing on the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require date hereof to which the Company or any of its Subsidiaries to provide such access or information to the extent that such action is a party (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as but the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain the consent of such any third party to provide such information and otherwise provide such access Contract to permit disclosure or inspection by Parent), if requested and (bC) generally describe breach, contravene or violate any applicable Law or (D) result in the type disclosure of information that cannot be disclosed to Parent (materials provided to the extent not prohibited by law Company Board or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation resolutions or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer minutes of the Company or another person designated Board, in writing by the Company. Notwithstanding anything herein each case, that were provide to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company Board in connection with the Offer, its consideration of the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingsale process.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Iac/Interactivecorp), Agreement and Plan of Merger (Iac/Interactivecorp), Agreement and Plan of Merger (Care.com Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable and prompt access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly make available to Parent: Parent on a timely basis (ia) a copy of each material report, schedule, registration form, statement and other document filed or received by it during such period pursuant to the requirements of federal domestic or state securities Laws foreign (whether national, federal, state, provincial, local or otherwise) laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed request, in each case subject to any confidentiality restrictions or legal restrictions that prohibit the Company's ability to provide any such information to Parent. The Company shall, and those in preparation and the workpapers shall cause each of its auditors). Nothing herein subsidiaries to, (including, for the avoidance of doubt, this Section 5.2(ai) and Section 5.2(b)) shall require use their respective reasonable best efforts to cause any confidentiality provision in any Contract to which the Company or any of its Subsidiaries subsidiaries becomes a party to be inapplicable to Parent, its subsidiaries and their respective advisors or representatives and (ii) in the event such reasonable best efforts are unsuccessful, provide notice to Parent at least five business days prior to entering into such access contract that the Company or such subsidiary intends to enter into a Contract that contains confidentiality provisions that would prohibit Parent, its subsidiaries or their respective advisors or representatives from reviewing such Contract. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company, directly or indirectly, in confidence as and to the extent provided in the Confidentiality Agreement dated March 3, 2000, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). The parties hereby agree that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes term of the Company Board (or any committee or subcommittee thereof) related to Confidentiality Agreement is hereby amended such that it shall remain in full force and effect until the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations one year anniversary of the parties hereto. All requests for access pursuant to date of termination of this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ual Corp /De/), Agreement and Plan of Merger (Us Airways Inc), Agreement and Plan of Merger (Us Airways Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, prior notice and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering Law, from the date hereof until the Merger TransactionsEffective Time, the Company shall, and shall cause each the Company Subsidiaries and the officers, directors, employees, auditors, counsel and agents of its the Company and the Company Subsidiaries to, afford Parent and its officers, directors, employees, auditors, counsel and agents, following notice from Parent to Parentthe Company in accordance with this Section 7.02, Merger Sub and their respective representatives reasonable access during normal business hours during to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices and other facilities, books and records of the Effective Time or Company and the valid termination of this Agreement pursuant to Article VIICompany Subsidiaries, to and all their respective propertiesother financial, assets, books, contracts, commitments, personnel operating and records and, during such periodother data and information as Parent may reasonably request. Notwithstanding the foregoing, the Company shall, and the Company Subsidiaries shall cause each of its Subsidiaries to, furnish promptly not be obligated to Parent: disclose (i) a copy of each reportany competitively sensitive information, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all any information that, in the reasonable judgment of the Company, would result in the loss of attorney-client privilege with respect to such information or which would constitute a waiver of any other privilege or trade secret protection held by the Company or any Company Subsidiary or (iii) any information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those that would result in preparation and the workpapers a breach of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require an agreement to which the Company or any of the Company Subsidiaries is a party. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least two (2) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its Subsidiaries representatives intend to provide conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such access inspection, and no such inspection shall unreasonably disrupt or information to interfere with the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes operations of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Subsidiary. No investigation pursuant to this Section 5.2 shall affect any representation 7.02 or warranty in this Agreement of any party hereto information provided, made available or any condition delivered to the obligations of the parties hereto. All requests for access Parent pursuant to this Section 5.2 must be directed to the Chief Financial Officer 7.02 or otherwise shall affect any representations or warranties of the Company or another person designated conditions or rights of Parent contained in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingthis Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Darwin Professional Underwriters Inc), Agreement and Plan of Merger (Allied World Assurance Co Holdings LTD), Agreement and Plan of Merger (Alleghany Corp /De)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier to occur of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodAgreement, the Company shall, and BCAC shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives subsidiaries (if any) to and shall direct their respective Representatives to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records thereof; provided that such access shall not toinclude any unreasonably invasive or intrusive investigations or other testing, contact sampling or analysis of any partnerproperties, licensor, licensee, customer facilities or supplier equipment of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent of the Company (such consent which shall not to be unreasonably withheld); and (ii) furnish promptly to the other party such information concerning the business, conditioned properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or delayed)its Representatives may reasonably request to consummate the Transactions. Notwithstanding the foregoing, and Parent and Merger Sub acknowledge and agree that any such contact neither the Company nor BCAC shall be arranged by required to provide access to or disclose information where (i) the access or disclosure would result in any disclosure of trade secret, violate its obligations of confidentiality or similar legal restrictions with respect to such information, jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and with safety of any employee of such party (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a representative of the Company participatingmanner that would not result in such inconsistency, conflict jeopardy or contravention).
Appears in 4 contracts
Samples: Business Combination Agreement (Apexigen, Inc.), Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsEffective Time, the Company shall, and shall cause each Company Subsidiary and each of its Subsidiaries and each Company Subsidiary's Representatives to, afford (i) provide to Parent and Parent's Representatives access, Merger Sub at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and their respective representatives other facilities and books and records of the Company and the Company Subsidiaries, and (ii) furnish promptly such information concerning the business, properties, insurance, Contracts, prospects, Property, Liabilities, Tax Returns, Tax elections and all other workpapers and studies relating to Taxes, personnel, internal financial statements and other aspects of the Company and the Company Subsidiaries as Parent or Parent's Representatives may reasonably request. Notwithstanding the foregoing, the Company may restrict the foregoing access to the extent that (A) any Law of any Governmental Entity applicable to the Company requires the Company or any Company Subsidiary to restrict or prohibit such access to any such Properties or information, (B) Parent's access to the information would breach the Company's confidentiality obligations to a third party (provided that upon Parent's reasonable request the Company shall use its reasonable efforts to obtain such third party's consent to permit Parent access during normal business hours during to such information, subject to appropriate confidentiality protections), or (C) disclosure of any such information or document would result in the period loss of the Company's or any Company Subsidiary's attorney-client privilege. Subject to compliance with applicable Laws, from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodthe Effective Time, the Company shall, and shall cause each confer from time to time as reasonably requested by Parent to meet with one or more Representatives of its Subsidiaries to, furnish promptly Parent to Parent: (i) a copy of each report, schedule, registration statement and other document filed discuss any material changes or received by it during such period pursuant to developments in the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes operational matters of the Company Board (or any committee or subcommittee thereof) related to and each Company Subsidiary and the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations general status of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer ongoing operations of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingSubsidiaries.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dgse Companies Inc), Agreement and Plan of Merger and Reorganization (Superior Galleries Inc), Escrow Agreement (Dgse Companies Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Company, on the one hand, and the Parent Parties, on the other hand, shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Parent Entities and the other Company Entities, respectively, to, afford to Parent, Merger Sub the other parties and to their respective representatives Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, the Company and each of the Parent Parties shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Company Entities and the other Parent Entities, respectively, to, furnish reasonably promptly to Parent: the other parties (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other parties may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company No representation or any of its Subsidiaries to provide such access or information warranty as to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type accuracy of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 6.4 is made and the parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article IV or Article V, and no investigation under this Section 6.4 or otherwise shall affect any representation of the representations and warranties of the Company or warranty of the Parent, respectively, contained in this Agreement of any party hereto or any condition to the obligations of the parties heretounder this Agreement. All Notwithstanding the foregoing, neither the Company nor the Parent Parties shall be required by this Section 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (i) relating to the consideration, negotiation and performance of this Agreement and related agreements, (ii) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement (provided, however, that the withholding party shall use commercially reasonable efforts to obtain the required consent of such Third Party to such access or disclosure), (iii) the disclosure of which would violate any Law or legal duty of the party or any of its representatives or would cause a risk of loss of privilege to the withholding party or (iv) that is subject to any attorney-client, attorney work product or other legal privilege. Each of the parties hereto will use its reasonable best efforts to minimize any disruption to the businesses of the other parties that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer Effective Time, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact or otherwise communicate with Third Parties with which the Company or any partner, licensor, licensee, customer or supplier Company Subsidiary has a business relationship (including tenants/subtenants) regarding the business of the Company in connection with and the Offer, Company Subsidiaries or this Agreement and the Merger or any of the other Merger Transactions transactions contemplated by this Agreement without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating(provided that, for the avoidance of doubt, nothing in this Section 6.4(a) shall be deemed to restrict the Parent Parties and their respective Representatives and Affiliates from contacting such parties in pursuing the business of Parent (operating in the ordinary course)).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.), Agreement and Plan of Merger (Signature Office Reit Inc), Agreement and Plan of Merger (Signature Office Reit Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and the COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and their Representatives prior to the mailing of the CMR Proxy Materials and the workpapers of its auditors). Nothing herein (including, for Prospectus included in the avoidance of doubt, this Section 5.2(a) Registration Statement on Form S-4 and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide at such access or information to the extent that such action (A) would other times as may be reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (B) of a sensitive or personal nature that would reasonably be expected to expose the CMR Parties or the CCI Parties to the risk of liability, (C) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (D) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (E) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cottonwood Communities, Inc.), Agreement and Plan of Merger (Cottonwood Multifamily Reit I, Inc.), Agreement and Plan of Merger (Cottonwood Multifamily Reit Ii, Inc.)
Access to Information; Confidentiality. (a) Upon Subject to applicable Law, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement pursuant to Section 9.01, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Seller shall cause each of its Subsidiaries to, afford to Parent, Merger Sub Purchaser and their respective representatives Purchaser’s Representatives reasonable access during normal business hours during to each Asset Seller Entity’s officers, employees, agents, properties, books, Contracts and records (in each case to the period from extent related to the date Business and other than any of the foregoing that relate to the negotiation and execution of this Agreement until Agreement, the earlier of Merger Agreement, the Effective Time Other Transactions or any other transactions potentially competing with or alternative to the valid termination of this Agreement pursuant Transactions or proposals from other parties relating to Article VII, any competing or alternative transactions) and Seller shall furnish promptly to all their respective propertiesPurchaser and Purchaser’s Representatives such information to the extent concerning the Business and its personnel, assets, booksLiabilities and properties as Purchaser may reasonably request, contracts, commitments, personnel and records and, during such period, including the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: information set forth on Schedule 6.04(a)(i); provided that (i) Purchaser and its Representatives shall conduct any such activities in such a copy manner as not to interfere unreasonably with the business or operations of each report, schedule, registration statement and other document filed Seller or received by it during such period pursuant to the requirements of federal or state securities Laws its Affiliates and (ii) all other Xxxxxx shall be provided copies of any information concerning its businessprovided to Purchaser pursuant to this Section 6.04(a) and afforded reasonable prior notice of, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of opportunity to accompany Purchaser’s and Seller’s respective Representatives in connection with, any access by Purchaser or its auditors). Nothing herein (including, for the avoidance of doubt, Representatives provided pursuant to this Section 5.2(a) and Section 5.2(b6.04(a)) ; provided further, however, that Seller shall require the Company or any of its Subsidiaries not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so is reasonably likely to the extent that such action (A) would reasonably be expected to result in a waiver violate applicable Law or an applicable Judgment, (B) jeopardize the protection of an attorney-client privilege, attorney work product doctrine protection or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other legal privilege or (C) would reasonably be expected expose Seller or its Affiliates to violate any applicable Law risk of Liability for disclosure of sensitive or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of personal information. In any such confidentiality obligations or access restrictions and event, Seller shall use commercially its reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parentcommunicate, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent feasible, the applicable information in a way that would not prohibited by law violate the applicable Law, Contract or the underlying document)obligation or risk waiver of such privilege or protection or risk such Liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation All requests for information made pursuant to this Section 5.2 6.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person Person designated in writing by the Company. Notwithstanding anything herein Seller on Schedule 6.04(a)(ii) with a copy to the contraryPerson designated by Xxxxxx thereon (or in each case, Parent and Merger Sub shall notany replacement thereto, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior as to which Purchaser receives written consent (such consent not to be unreasonably withheld, conditioned or delayednotice), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 4 contracts
Samples: Purchase Agreement (Alere Inc.), Purchase Agreement (Quidel Corp /De/), Purchase Agreement (Quidel Corp /De/)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, From the date of this Agreement until the Effective Time and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsApplicable Law, the Company shall, and shall cause each of its Subsidiaries to, afford (i) give to Parent, Merger Sub its counsel, financial advisors, auditors and their respective other authorized representatives reasonable access during normal business hours during to its offices, properties, books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the period from the date of this Agreement until the earlier conduct of the Effective Time or business of the valid termination of this Agreement Company. All information furnished pursuant to Article VIIthis Section shall be subject to the confidentiality agreement, to all their respective propertiesdated as of May 9, assets2007, books, contracts, commitments, personnel between Parent and records and, during such period, the Company shall, and (the “Confidentiality Agreement”). No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.04 shall cause each affect or be deemed to modify any representation or warranty made by the Company hereunder. Neither the Company nor any of its Subsidiaries shall be obligated to provide access to, furnish promptly or to Parent: (i) a copy disclose, any information to Parent if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such Applicable Law. All requests for information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation made pursuant to this Section 5.2 6.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer an executive officer of the Company or another person such Person as may be designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexecutive officers.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Playtex Products Inc), Agreement and Plan of Merger (Energizer Holdings Inc), Agreement and Plan of Merger (Energizer Holdings Inc)
Access to Information; Confidentiality. Subject to the terms of the confidentiality agreement between Parent and the Company dated as of April 23, 2002 (a) Upon the "Confidentiality Agreement"), upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company each party shall, and shall cause each of its Subsidiaries to, afford to Parentthe other party and to their Representatives, Merger Sub reasonable and their respective representatives reasonable prompt access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contractsContracts, commitments, personnel and records and, during such period, the Company each party shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement statement, form and other document (including all exhibits and all other information incorporated therein) filed or received by it during such period pursuant to the requirements of federal domestic or state foreign (whether national, Federal, state, provincial, local or otherwise) securities Laws laws and (iib) all other information concerning its and its Subsidiaries' business, properties properties, assets, books, Contracts, commitments, personnel and personnel records as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed and those in preparation and request. Except for disclosures expressly permitted by the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (Confidentiality Agreement, each party shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party, directly or any committee or subcommittee thereof) related to indirectly, in confidence in accordance with the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Confidentiality Agreement. No investigation pursuant to this Section 5.2 shall 5.03 or information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty warranties of the parties hereto contained in this Agreement of any party hereto or any condition the conditions hereunder to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Olin Corp), Exhibit 1 Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Chase Industries Inc)
Access to Information; Confidentiality. (a) Upon Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.01, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures Parent and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parent, Merger Sub each other and to their respective representatives Representatives reasonable access during normal business hours during to the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIofficers, to all their respective employees, agents, properties, assets, books, contracts, commitments, personnel Contracts and records and, during such periodof Parent, the Company or their respective Subsidiaries, as applicable (other than any of the foregoing that relate to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.03 to any Company Takeover Proposal) and Parent or the Company, as applicable, shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement the other party and such other document filed or received by it during party’s Representatives such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, personnel, assets, liabilities and properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed request; provided that such requesting party and those its Representatives shall conduct any such activities in preparation and such a manner as not to interfere unreasonably with the workpapers business or operations of its auditors). Nothing herein (includingthe providing party; provided further, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that neither Parent, the Company or nor any of its their respective Subsidiaries shall be obligated to provide such access or information if such party determines, in its reasonable judgment, that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the extent that such action (A) would reasonably be expected to result in a waiver protection of an attorney-client privilege, attorney work product doctrine protection or similar other legal privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of . In any such confidentiality obligations event, Parent or access restrictions the Company, as applicable, shall, and shall cause its Subsidiaries to, use commercially its reasonable best efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parentcommunicate, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent feasible, the applicable information in a way that would not prohibited by law violate applicable Law, Judgment or the underlying document)obligation or risk waiver of such privilege or protection or risk such liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation All requests for information made pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer executive officer or other Person designated by the other party. Until the Effective Time, all information provided will be subject to the terms of the Company or another person designated in writing letter agreement dated as of March 27, 2017, by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of among the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of (the Company participating“Confidentiality Agreement”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.)
Access to Information; Confidentiality. Subject to the confidentiality agreement between Parent and the Company, dated July 30, 2010 (athe “Confidentiality Agreement”) Upon reasonable advance written notice, subject to and applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to ParentParent and its officers, Merger Sub employees, accountants, counsel, financial advisors and their respective representatives other Representatives, reasonable access during normal business hours at all reasonable times on reasonable notice during the period from between the date of this Agreement until and the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, in accordance with Section 8.1 to all their respective properties, assets, books, contracts, commitments, personnel and records records, including for the purpose of conducting Phase I environmental site assessments (provided, that such access shall not unreasonably interfere with the business or operations of the Company) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties properties, litigation matters, personnel and personnel environmental compliance and property condition as Parent or Merger Sub may reasonably request (including Tax Returns filed and those request; provided, that nothing in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) 6.2 shall require the Company to provide any access, or to disclose any information, if permitting such access or disclosing such information would (A) violate applicable Law, (B) violate any of its Subsidiaries obligations with respect to provide confidentiality (provided, that the Company shall, upon the request of Parent, use its commercially reasonable efforts to obtain the required consent of any third party to such access or information disclosure, it being understood that the Company shall not be required to make any payments in connection with the extent fulfillment of its obligations under this clause (B)), or (C) result in the loss of attorney-client privilege (provided, that the Company shall use its commercially reasonable efforts to allow for such action (A) would reasonably be expected to access or disclosure in a manner that does not result in a waiver loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as it being understood that the Company shall promptly notify Parent not be required to make any payments in connection with the fulfillment of any such confidentiality its obligations or access restrictions under this clause (C)). In addition, the Company and use commercially reasonable its officers and employees shall reasonably cooperate with Parent, at Parent’s sole cost and expense, in Parent’s efforts to obtain comply with the consent of such third party to provide such information rules and otherwise provide such access to Parentregulations affecting public companies, if requested and (b) generally describe including the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Xxxxxxxx-Xxxxx Act. No investigation review pursuant to this Section 5.2 6.2 shall affect or be deemed to modify any representation or warranty in this Agreement contained herein, the covenants or agreements of any party the parties hereto or any condition the conditions to the obligations of the parties heretohereto under this Agreement. All requests for access information provided pursuant to this Section 5.2 must 6.2 shall be directed subject to the Chief Financial Officer terms of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, the Company hereby consents to Parent contacting any time after the date hereof those Persons set forth on Section 6.2 of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company Disclosure Letter in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not supplies to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingfollowing the Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Perceptive Advisors LLC), Agreement and Plan of Merger (Penwest Pharmaceuticals Co)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws, each of COVID-19 or any COVID-19 Measures South State and solely CenterState, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe Representatives of the other party, Merger Sub and their respective representatives reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, provided that such investigation or requests shall not interfere unnecessarily with normal operations of the party, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of South State and CenterState shall, and shall cause each of its Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that South State or CenterState, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither South State nor CenterState nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of South State’s or CenterState’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CenterState Bank Corp), Agreement and Plan of Merger (SOUTH STATE Corp), Agreement and Plan of Merger (CenterState Bank Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until Until the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodSection 9.01, the Company shall, shall and shall cause each of its Subsidiaries to, furnish promptly to afford to Parent: , its Subsidiaries and their respective Representatives, reasonable access during normal business hours, upon reasonable prior notice to the Company, to all of the Company’s and its Subsidiaries’ properties, books and records (ibut excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy Laws and any documents, records or information that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 6.02, to any Takeover Proposal) and to those management or other key employees of the Company to whom Parent reasonably requests access, and, during such period, and subject to the limitations described in parentheses above, the Company shall furnish to Parent, as promptly as reasonably practicable, (a) all information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request and (b) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its businesslaws. Notwithstanding the foregoing, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and neither the workpapers Company nor any of its auditors). Nothing herein Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would (including, for i) reasonably be expected to jeopardize the avoidance attorney-client privilege of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing obligations to a third party so long as (in which case the Company will give notice to Parent of the fact that it is withholding such information or documents and the Parties will use their reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practical in the circumstances), or (ii) contravene any applicable Law. Parent and the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives (as applicable) to comply with, contact any partner, licensor, licensee, customer or supplier all of their respective obligations provided in the Company in connection Confidentiality Agreement with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not respect to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation obtained pursuant to this Section 7.01.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Nimble Storage Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering From the Merger Transactionsdate hereof until the Closing, the Company shall, and shall cause each its Subsidiaries and the officers, directors, employees, auditors and agents of the Company and its Subsidiaries to, afford to Parentthe officers, Merger Sub employees and their respective representatives agents of Buyer reasonable access during normal business hours during at all reasonable times to the period from the date of this Agreement until the earlier officers, agents, properties, offices, plants and other facilities, books and records of the Effective Time or the valid termination Company and each of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shallits Subsidiaries, and shall cause each of its Subsidiaries tofurnish Buyer with such financial, furnish promptly to Parent: operating and other data and information as Buyer, through their officers, employees or agents, or the Access Parties may reasonably request; provided, however, (i) a copy that the officers, employees and agents of each reportBuyer, scheduleand the Access Parities, registration statement shall not be permitted to conduct invasive environmental investigation or testing at any properties, offices, plants and other document filed facilities at which the Company conducts or received by it during such period pursuant to the requirements of federal or state securities Laws has conducted operations and (ii) all other that the Company may restrict the foregoing access and information concerning to the extent that the Company, in its businessreasonable judgment, properties and personnel as Parent determines that not doing so would (A) violate applicable Laws, (B) result in a risk of the loss of attorney-client privilege with respect to such information provided that the Company shall use reasonable best efforts to disclose such information in a way that would not waive such privilege, or Merger Sub may reasonably request (including Tax Returns filed and those C) result in preparation and the workpapers a violation of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require an agreement to which the Company or any of its Subsidiaries is a party; provided that the Company shall use reasonable best efforts to provide such give prompt notice to Buyer any time the Company restricts access or information pursuant to the extent that such action sub-clauses (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegeii)(A), (Bii)(B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying documentii)(C). No Any investigation pursuant to this Section 5.2 7.02 shall affect any representation or warranty be conducted in this Agreement of any party hereto or any condition a manner as not to interfere unreasonably with the obligations conduct of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer business of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingits Subsidiaries.
Appears in 3 contracts
Samples: Share Purchase Agreement (Aptalis Holdings Inc.), Share Purchase Agreement (Axcan Intermediate Holdings Inc.), Share Purchase Agreement (Eurand N.V.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including; provided, for however, that the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company or to disclose any of its Subsidiaries to provide such access or information to the extent that such action (A) disclosure would contravene applicable Law. None of the Company or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to result in violate a waiver Contract or obligation of confidentiality owing to a third party, or waive the protection of an attorney-client privilege, work product doctrine or similar other legal privilege, (B) specifically relates to . The parties will make appropriate substitute disclosure arrangements under circumstances in which the evaluation, deliberation or minutes restrictions of the Company Board (or any committee or subcommittee thereof) related to preceding sentence apply. All such information shall be held confidential in accordance with the Merger Transactions, terms of the strategic and financial alternatives process leading thereto, or any information or materials provided to letter agreement between the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and dated February 28, 2014 (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 5.4 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (SP Bancorp, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date hereof to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsEffective Time, the Company shall, and shall cause each the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of its Subsidiaries the Company to, afford to Parent, Merger Sub the Representatives of Parent and their respective representatives Buyer reasonable access during normal business hours during at all reasonable times to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices and other facilities, books and records of the Effective Time Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the valid termination current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of this Agreement pursuant to Article VIIa confidentiality agreement with the Company dated July 5, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause each of its Subsidiaries Representatives to, furnish promptly cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent: (i) a copy . The use of each report, schedule, registration statement and any information for the purpose of evaluating the Merger or the other document filed or received transactions expressly contemplated by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as this Agreement that Parent or Merger Sub Buyer or any of their affiliates may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require possess regarding the Company or any of its Subsidiaries affiliates, including information provided under any agreement to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilegewhich Parent, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (Buyer or any committee or subcommittee thereof) related to of its affiliates, on the Merger Transactionsone hand, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of its affiliates, on the other Merger Transactions without the Company’s prior written consent (such consent hand, are a party, shall not to be unreasonably withhelddeemed a breach of any non-competition, conditioned non-disclosure or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and non-use agreement or other restrictive agreement with a representative of the Company participatingrespect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Us Unwired Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering confidentiality agreements, from the Merger Transactionsdate hereof until the Effective Time, the Company shall, and shall cause each the Subsidiaries and the officers, directors, employees, auditors and agents of its the Company and the Subsidiaries to, afford to Parentthe officers, Merger Sub employees and their respective representatives agents of Parent and Purchaser reasonable access during normal business hours during to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices, plants and other facilities, books and records of the Effective Time or the valid termination of this Agreement pursuant to Article VIICompany and each Subsidiary, to all their respective propertiesshall furnish Parent and Purchaser with such financial, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws data and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub Purchaser, through its officers, employees or agents, may reasonably request (including Tax Returns filed and those in preparation shall instruct the employees, counsel and financial advisors of the Company and the workpapers Subsidiaries to cooperate reasonably (and subject to any applicable Laws, codes of its auditors). Nothing herein (includingconduct or similar requirements) with Parent, for Purchaser, and their officers, employees or agent in their investigation of the avoidance business of doubtthe Company and the Subsidiaries; provided, this Section 5.2(a) and Section 5.2(b)) however, that such access shall require only be provided to the extent that such access would not violate applicable Laws or the terms of any contract to which the Company or any of the Subsidiaries is a party or by which any of their respective assets are subject; provided, further, however, that to the extent that the Company or any of the Subsidiaries is restricted in or prohibited from providing any such access to any documents or data pursuant to any such contract for the benefit of any third party, each of the Company and any such Subsidiary shall use its Subsidiaries reasonable best efforts to obtain any approval, consent or waiver with respect to such contract that is necessary to provide such access to such officer, employee or agent. If any of the information or material furnished pursuant to this Section 7.04 includes materials or information subject to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegeany other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, (B) specifically relates each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the evaluationdesire, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic intention and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations mutual understanding of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to that the Chief Financial Officer sharing of the Company such material or another person designated in writing by the Company. Notwithstanding anything herein to the contraryinformation is not intended to, Parent and Merger Sub shall not, and shall cause their respective representatives not towaive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, contact any partner, licensor, licensee, customer work product doctrine or supplier of other applicable privilege. All such information provided by the Company in connection with that is entitled to protection under the Offerattorney-client privilege, the Merger work product doctrine or any of the other Merger Transactions without the Company’s prior written consent (applicable privilege shall remain entitled to such consent not to be unreasonably withheldprotection under these privileges, conditioned or delayed)this Agreement, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of under the Company participatingjoint defense doctrine.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Radyne Corp), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel (including consultants and independent public accountants) and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns patent applications filed or being prepared to be filed with the U.S. Patent and those in preparation Trademark Office or analogous foreign authorities, filings made or proposed to be made with the FDA pursuant to the FDC Act and applicable regulations of the workpapers FDA and all correspondence with the FDA); provided, however, that the Company shall be required to disclose information that would otherwise jeopardize protections offered under the attorney-client privilege or the work-product doctrine or might violate any confidentiality obligations of the company only to appropriate counsel to the parties -whose access to such information would not jeopardize such privileges. Except as required by law, Parent will hold, and will cause its auditors). Nothing herein (includingofficers, for the avoidance of doubtemployees, this Section 5.2(a) accountants, counsel, financial advisers and Section 5.2(b)) shall require other representatives and affiliates to hold, any and all information received from the Company or any of its Subsidiaries to provide such access subsidiaries, directly or information indirectly, in confidence, according to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsConfidentiality Agreement dated September 17, the strategic and financial alternatives process leading thereto, or any information or materials provided to 1998 between the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent and Ethicon, Inc., an Affiliate of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document"Confidentiality Agreement"). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.45 40
Appears in 3 contracts
Samples: Confidentiality Agreement (Johnson & Johnson), Agreement and Plan of Merger (Femrx Inc), Agreement and Plan of Merger (Johnson & Johnson)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result Law, each of COVID-19 or any COVID-19 Measures Continental and solely for purposes of furthering the Merger Transactions, the Company United shall, and shall cause each of its respective Subsidiaries to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company each of Continental and United shall, and shall cause each of its respective Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws or federal or state Laws applicable to certificated air carriers (other than such documents that such party is not permitted to disclose under applicable Law) and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or that either party may withhold any of its Subsidiaries to provide such access document or information (i) that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as entered into prior to the Company date of this Agreement or entered into after the date of this Agreement in the ordinary course of business (provided that the withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such access or disclosure), (ii) the disclosure of which would violate any Law or fiduciary duty (provided that the withholding party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (iii) that is subject to any attorney-client privilege (provided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of attorney-client privilege). Furthermore, the parties acknowledge that with respect to the “Highly Sensitive Information” (as defined in the Confidentiality Agreement), the Confidentiality Agreement imposes additional restrictions as to the manner in which such information and otherwise provide will be exchanged by the parties. If any material is withheld by such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (party pursuant to the extent not prohibited proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Without limiting the generality of the foregoing, each of United and Continental shall, within two Business Days of request by law the other party therefor, provide to such other party the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a holder of United Common Stock or Continental Common Stock, as applicable, would be entitled under Section 220 of the underlying documentDelaware Law (assuming such holder met the requirements of such section). No investigation All information exchanged pursuant to this Section 5.2 6.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations confidentiality agreement dated April 12, 2010 between Continental and United (the “Confidentiality Agreement”). The parties agree that the Confidentiality Agreement supersedes that certain confidentiality agreement dated April 15, 2008 between Continental and United (the “Prior Confidentiality Agreement”) and that any information constituting “Evaluation Material” under and as defined in the Prior Confidentiality Agreement shall, from and after the date of the parties hereto. All requests for access pursuant to this Section 5.2 must Agreement, be directed deemed “Evaluation Material” under and as defined in, and subject to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offerterms of, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ual Corp /De/), Agreement and Plan of Merger (Continental Airlines Inc /De/)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, Contracts, personnel and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: the other Parties (i) any information concerning such Party or its respective subsidiaries (including with respect to any pending or threatened Action) as the other Party may reasonably request and (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and (ii) all telephone conferences with the other information concerning its business, properties Parties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegethe Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluationStockholders Meeting, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsrespectively, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, none of the Parties shall be required by this Section 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice in accordance with this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Parties and any of their respective subsidiaries that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer of Merger Effective Time, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or parties with which any of the other Merger Transactions Parties or any other of their respective subsidiaries has a business relationship regarding the business of the other Parties and their respective subsidiaries or this Agreement and the transactions contemplated by this Agreement without the Company’s prior written consent of such other Party (such consent not to be unreasonably withheldprovided, conditioned or delayed)that, and Parent and Merger Sub acknowledge and agree that any such contact for the avoidance of doubt, nothing in this Section 7.2(a) shall be arranged by and with a representative deemed to restrict the Parties from contacting such parties in pursuing the business of the Company participatingParties operating in the ordinary course).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Steadfast Apartment REIT, Inc.), Agreement and Plan of Merger (Steadfast Income REIT, Inc.), Agreement and Plan of Merger (Steadfast Apartment REIT III, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company each Party shall, and shall cause each of its Subsidiaries to, to afford to Parent, Merger Sub the Other Parties and their respective representatives Representatives reasonable access during normal business hours during (and, with respect to books and records, the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant right to Article VII, copy) to all their respective of its and its Subsidiaries’ properties, assetscommitments, books, contracts, commitmentsrecords and correspondence (in each case, personnel whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and records and, during such period, the Company shall, and other Representatives. Each Party shall cause each of its Subsidiaries to, furnish promptly to Parent: the Other Parties (i) a copy of each report, schedule, registration statement schedule and other document filed or received submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or Merger Sub the Other Parties may reasonably request (including Tax Returns filed and those in preparation information necessary to prepare the Proxy Statement and the workpapers of its auditorsRegistration Statement). Nothing herein Without limiting the foregoing, the Partnership shall deliver or cause to be delivered to Parent (including1) on a monthly basis reports specifying the capital expenditures, for operating expenses, production and completed and in-progress activities of the avoidance of doubtPartnership and its Subsidiaries, this Section 5.2(atogether with a comparison to the relevant items in the Partnership’s 2015 budget, and (2) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information weekly operating reports, in each case, to the extent that such action (A) would reasonably be expected to result as prepared by the Partnership in a waiver the ordinary course of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to business consistent with past practice. Except for disclosures permitted by the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to Confidentiality Agreement, each Party and its Representatives shall hold information received from the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation Other Parties pursuant to this Section 5.2 shall affect any representation or warranty 7.4 in this Agreement of any party hereto or any condition to confidence in accordance with the obligations terms of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 3 contracts
Samples: Purchase Agreement and Plan of Merger, Agreement and Plan of Merger (Eagle Rock Energy Partners L P), Purchase Agreement and Plan of Merger (LRR Energy, L.P.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to the officers, employees, accountants, counsel, financial advisors and other Representatives of Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of before the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request; provided, however, that such access does not unreasonably disrupt the workpapers normal operations of its auditors)the Company. Nothing herein (including, for the avoidance of doubt, this This Section 5.2(a) and Section 5.2(b)) 6.02 shall not require the Company to permit any access, or to disclose any information, that in the reasonable judgment of its Subsidiaries to provide such access or information to the extent that such action (A) party would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (Bi) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent disclosure of any trade secrets of third parties or a violation of any of its obligations with respect to confidentiality if such confidentiality obligations or access restrictions and use commercially party shall have used reasonable best efforts to obtain the consent of such third party to provide such inspection or disclosure, (ii) the loss of attorney-client privilege with respect to such information and otherwise provide (provided, that each party shall use all reasonable efforts, such as the entry into a joint defense agreement, to permit such access or disclosure without the loss of such privilege) or (iii) in the case of documents or portions of documents relating to Parentpricing or other matters that are highly sensitive, if requested and (b) generally describe the type of a Governmental Authority alleging that providing such information that cannot be disclosed to Parent (violates antitrust Law. If any material is withheld by such party pursuant to the extent not prohibited by law or proviso to the underlying document)preceding sentence, such party shall inform the other party as to the general nature of what is being withheld and use reasonable best efforts to provide appropriate alternative disclosure. No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of Mutual Confidentiality Agreement dated February 22, 2023 between the Company or another person designated in writing by and Parent (the Company“Confidentiality Agreement”). Notwithstanding anything herein Any access to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact properties shall be arranged by and with a representative subject to the terms of the Company participatingCompany’s Leases and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Applied Molecular Transport Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Company Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and any COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and their Representatives prior to the mailing of the CMOF Proxy Materials and the workpapers of its auditors). Nothing herein (including, for Prospectus included in the avoidance of doubt, this Section 5.2(a) Registration Statement on Form S-4 and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide at such access or information to the extent that such action (A) would other times as may be reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (i) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (ii) of a sensitive or personal nature that would reasonably be expected to expose the CMOF Parties or the CCI Parties to the risk of liability, (iii) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (iv) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (v) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cottonwood Communities, Inc.), Agreement and Plan of Merger (Cottonwood Multifamily Opportunity Fund, Inc.), Agreement and Plan of Merger (Cottonwood Communities, Inc.)
Access to Information; Confidentiality. (a) Upon Subject to applicable Laws, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, each Party Group shall (and shall cause each the members of its Subsidiaries such Party Group to) afford the officers, afford to Parentemployees, Merger Sub counsel, accountants and their respective other representatives and advisors of the requesting Party Group reasonable access access, during normal business hours during the period from the date of this Agreement Execution Date until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIClosing Date, to all their respective its properties, assets, books, contracts, commitments, personnel contracts and records andas well as to their management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party Group and the members of its Party Group. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 5.2, and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Subject to applicable Laws, during such period, the Company shall, each Party Group shall (and shall cause each the members of its Subsidiaries such Party Group to, ) furnish promptly to Parent: the other Party Group (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal Federal, state or state securities foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Entity thereunder), as applicable (other than documents which such Party Group is not permitted to disclose under applicable Laws) and (ii) all other information concerning its the disclosing Party Group’s business, properties and personnel as Parent or Merger Sub the requesting Party Group may reasonably request (request, including Tax Returns filed and those all information relating to environmental matters. Notwithstanding the foregoing, a Party Group shall have no obligation to disclose or provide access to any information the disclosure of which such Party Group has concluded may jeopardize any privilege available to such Party Group relating to such information or would be in preparation and violation of a confidentiality obligation binding on such Party Group. Except for disclosures permitted by the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board Confidentiality Agreement, dated as of June 18, 2014 between ACMP and WPZ (or any committee or subcommittee thereof) related as it may be amended from time to the Merger Transactionstime, the strategic and financial alternatives process leading thereto“Confidentiality Agreement”), or any each party shall hold information or materials provided to received from the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third other party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to confidence in accordance with the obligations terms of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Access Midstream Partners Lp), Agreement and Plan of Merger (Williams Partners L.P.)
Access to Information; Confidentiality. (a) Upon From the date hereof through the Effective Time, upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, shall and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours during the period from the date of this Agreement until the earlier to such of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel records (electronic or otherwise), officers and records andemployees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, during the Purchaser or Parent Representatives may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such periodaccess or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law or consistent with such privilege and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (ia) a copy of each material report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or with any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested Governmental Entity and (b) generally describe the type of internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Parent shall hold any such information that cannot be disclosed to Parent (in confidence to the extent not prohibited required by, and in accordance with, the provisions of the letter agreement dated as of September 3, 2007, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by law Parent or the underlying document). No investigation pursuant to this Section 5.2 Purchaser shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notnot affect, and shall cause their respective representatives not tobe deemed to modify, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), representations and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged warranties made by and with a representative of the Company participatingherein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Raven Acquisition Corp.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsEffective Time, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, afford and shall use its reasonable best efforts to Parentcause its and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective representatives the Parent Representatives reasonable access during normal business hours during in such a manner as not to interfere unreasonably with the period from operation of any business conducted by the date of this Agreement until Company or any Company Subsidiary, upon prior notice to the earlier Company, to the officers, employees, properties, offices and other facilities of the Effective Time or Company and the valid termination of this Agreement pursuant Company Subsidiaries and to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel the books and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws thereof and (ii) all other furnish promptly such information concerning its the business, properties properties, contracts, assets and personnel liabilities of the Company and Company Subsidiaries as Parent or Merger Sub the Parent Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company shall not be required to (or to cause any of its Subsidiaries to provide Company Subsidiary to) afford such access or furnish such information to the extent that such action the Company believes that doing so would: (A) would reasonably be expected result in the loss of attorney-client privilege (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a waiver loss of attorney-client privilege, work product doctrine or similar privilege), (B) specifically relates to result in the evaluation, deliberation disclosure of any trade secrets of third parties or minutes violate any obligations of the Company Board (or any committee Company Subsidiary with respect to confidentiality to any third party or subcommittee thereof) related otherwise breach, contravene or violate any then effective Contract to which the Merger Transactions, the strategic and financial alternatives process leading thereto, Company or any information or materials Company Subsidiary is party (provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent any consents of such third party parties that are necessary to provide allow such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of this clause (B), including pursuant to the extent not prohibited by law or the underlying document). No investigation use of “clean room” arrangements pursuant to this Section 5.2 shall affect which Representatives of Parent could be provided access to such information) or (C) breach, contravene or violate any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingapplicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avis Budget Group, Inc.), Agreement and Plan of Merger (Zipcar Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures The Shareholder and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub Pubco and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or to its and to the valid termination of this Agreement pursuant to Article VII, to all their respective Shareholder and Company’s properties, assets, books, contracts, commitments, personnel and records and, during such period, the Shareholder and Company shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide Shareholder and Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Shareholder and Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Shareholder and Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Shareholder and Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notPubco will hold, and shall will cause their its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives not toand affiliates to hold, contact any partner, licensor, licensee, customer or supplier of the Company nonpublic information in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingconfidence.
Appears in 3 contracts
Samples: Exchange Agreement (Oicco Acquisition I, Inc.), Exchange Agreement (Oicco Acquisition I, Inc.), Exchange Agreement (Oicco Acquisition I, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date hereof until the earlier to applicable logistical restrictions or limitations as a result occur of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the termination of furthering the Merger Transactionsthis Agreement in accordance with its terms, the Company shall, and shall cause each the Company Subsidiaries and the Representatives, auditors and agents of its the Company and the Company Subsidiaries to, afford to Parent, the Representatives of Parent and Merger Sub and their respective representatives reasonable access during normal business working hours during upon reasonable advance notice to the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIofficers, to all their respective propertiesemployees, agents, assets, booksproperties, contractsoffices, commitmentsplants and other facilities, personnel books and records and, during such period, of the Company shall, and each Company Subsidiary and shall cause each of its Subsidiaries tofurnish Parent and Merger Sub with such financial, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant data and information (including the work papers of the Company’s accountants, subject to the requirements prior consent of federal or state securities Laws and (iisuch accountants, which consent the Company shall use its reasonable best efforts to obtain as soon as practicable) all other information concerning its business, properties and personnel as Parent or Merger Sub Sub, through their Representatives, may reasonably request (including Tax Returns filed and those request, as long as these actions are in preparation and the workpapers of its auditors). Nothing herein (includingcompliance with all applicable data privacy/protection Laws; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company may restrict or otherwise prohibit access to any of its Subsidiaries to provide such access documents or information to the extent that (i) any applicable Laws (including any Laws relating to security clearances) requires the Company to restrict or otherwise prohibit access to such action documents or information, including any Laws with respect to a Contract with a Governmental Authority to which the Company or any of the Company Subsidiaries is a party that restricts access without an appropriate security clearance (Aexcept to the extent that personnel at Parent or its Representatives has the appropriate security clearance required), (ii) access by Parent or its Representatives to such documents or information would reasonably be expected give rise to result in a waiver material risk (based on the advice of the Company’s outside counsel and after giving due consideration of the existence of any common interest, joint defense or similar agreement between the parties) of waiving any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege applicable to such documents or information, or (Biii) specifically relates access to the evaluation, deliberation or minutes of a Contract to which the Company Board (or any committee Company Subsidiary is a party or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretootherwise bound would violate or cause a default under, or any information give a Third Party the right to terminate or materials accelerate the rights under, such Contract; provided to further, however, that in the event that the Company Board (does not provide access or any committee or subcommittee thereof) information in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as reliance on the preceding proviso, the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to, as promptly as practicable, as the case may be, (x) obtain any necessary clearance or consent in order to obtain the consent of permit such third party to provide such information access or disclosure and otherwise (y) provide such access to Parent, if requested and (b) generally describe the type of or communicate such information that cannot be disclosed to Parent (including through its Representatives) in a way that would not violate the applicable Law or Contract or waive any such a privilege. Any investigation conducted pursuant to the extent access contemplated by this Section 6.2 shall be conducted in a manner that does not prohibited by law unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or damage or destroy any property or assets of the underlying document)Company or any of the Company Subsidiaries. No investigation Any access to the properties and documents of the Company and the Company Subsidiaries afforded pursuant to this Section 5.2 6.2(a) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access be provided pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notto, and shall cause their respective representatives not subject to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheldreasonable, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinggenerally applicable security measures.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Intel Corp), Agreement and Plan of Merger (McAfee, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Law, each of COVID-19 or any COVID-19 Measures SJW and solely for purposes of furthering the Merger Transactions, the Company CTWS shall, and shall cause each of its respective Subsidiaries to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until to the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIVIII, to all their respective properties, assetsproperties (including for purposes of conducting environmental site assessments; provided that no subsurface sampling or invasive testing shall be conducted as part of any such assessment), books, contracts, commitments, personnel and records and, during such period, the Company each of SJW and CTWS shall, and shall cause each of its respective Subsidiaries to, furnish promptly to Parent: the other party (i) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or that either party may withhold any of its Subsidiaries to provide such access document or information (x) that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as (provided that the Company withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) subject to Parentany attorney-client privilege or protections, including attorney work-product protections and confidentiality protections (provided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege or protections), or (z) if requested and (b) generally describe the type sharing of such document or information that cannot be disclosed to Parent (would result in a violation of applicable Law. If any material is withheld by such party pursuant to the extent not prohibited proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Without limiting the generality of the foregoing, each of SJW and CTWS shall, within five Business Days of request by law or the underlying document)other party therefor, provide to such other party the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a holder of CTWS Common Stock would be entitled under Sections 33-946 and 33-704 of the CBCA. No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of confidentiality agreement dated August 10, 2016 between SJW and CTWS (the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 3 contracts
Samples: Amended and Restated (Connecticut Water Service Inc / Ct), Amended and Restated (SJW Group), Agreement and Plan of Merger (SJW Group)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the Closing (or until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with Section 8.1), to all their respective propertiesupon reasonable notice, assets, books, contracts, commitments, personnel and records and, during such period, the Company Seller shall, shall cause its applicable subsidiaries and shall use its reasonable best efforts to cause each of its Subsidiaries Rexam and Rexam’s applicable subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement afford Purchaser and other document filed or received by it during such period pursuant its authorized Representatives reasonable access to the requirements of federal or state securities Laws Business Real Property and related Books and Records; and (ii) all furnish to the authorized Representatives of Purchaser such additional financial and operating data and other information concerning its business, properties and personnel regarding the Business (or copies thereof) as Parent or Merger Sub Purchaser may from time to time reasonably request (including Tax Returns filed and those require in preparation and the workpapers of its auditors). Nothing herein (including, order to prepare for the avoidance of doubtClosing; provided, this Section 5.2(a) and Section 5.2(b)) shall require the Company or however, that any of its Subsidiaries to provide such access or furnishing of information shall be scheduled and coordinated through the Person(s) set forth on Schedule 4.3 and shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of Seller’s or Rexam’s, as applicable, or their Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Business; further provided, that neither Seller nor Rexam shall be required to disclose (or cause their respective Affiliates to disclose) any information to Purchaser if such disclosure would be reasonably likely to: (w) cause competitive harm to the extent that such action Business if the Transaction is not consummated; (Ax) would reasonably be expected to result in a waiver of jeopardize any attorney-client or other legal privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith ; or (Cy) would reasonably be expected to violate contravene any applicable Laws (including any Competition/Investment Law and any applicable Law relating to data protection), fiduciary duties or any confidentiality obligation owing Contracts; and provided, further, that notwithstanding anything to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such contrary herein, access to Parentthe Business Real Property shall not include the right to collect or otherwise take samples at said properties, if requested and (b) generally describe the type including samples of information that cannot be disclosed to Parent (to the extent not prohibited by law environmental media such as soils, surface waters, sediments or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation groundwater, or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingbuilding materials.
Appears in 3 contracts
Samples: Equity and Asset Purchase Agreement (Ardagh Finance Holdings S.A.), Equity and Asset Purchase Agreement (Ball Corp), Equity and Asset Purchase Agreement
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to the confidentiality agreement between Menlo and Foamix, subject to dated June 25, 2019 (the “Confidentiality Agreement”) and applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Foamix shall, and shall cause each of its Subsidiaries the Foamix Subsidiary to, afford to ParentMenlo and its officers, Merger Sub employees, accountants, counsel, financial advisors and their respective representatives other representatives, access at all reasonable access during normal business hours times on reasonable notice during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or operations of Foamix) and, during such period, the Company Foamix shall, and shall cause each of its Subsidiaries the Foamix Subsidiary to, furnish promptly to Parent: Menlo (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws, and (ii) all other information concerning its business, properties properties, litigation matters and personnel as Parent or Merger Sub Menlo may reasonably request (including Tax Returns filed and those request; provided, that nothing in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) 5.3 shall require the Company Foamix to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (y) violate any of its Subsidiaries obligations with respect to provide confidentiality (provided, that Foamix shall, upon the request of Menlo, use its reasonable best efforts to obtain the required consent of any third party to such access or information to the extent that such action disclosure), or (Az) would reasonably be expected to result in a waiver the loss of attorney-client privilegeprivilege (provided, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company that Foamix shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the consent of such third party to provide such information and otherwise provide allow for such access to Parent, if requested and (b) generally describe the type or disclosure in a manner that does not result in a loss of information that cannot be disclosed to Parent (to the extent not prohibited by law attorney-client or the underlying documentother privilege). No investigation pursuant In addition, Foamix and its officers and employees shall reasonably cooperate with Menlo in Menlo’s efforts to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection comply with the Offerrules and regulations affecting public companies, including the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingXxxxxxxx-Xxxxx Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Foamix Pharmaceuticals Ltd.), Agreement and Plan of Merger (Menlo Therapeutics Inc.), Agreement and Plan of Merger
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as otherwise prohibited by applicable Law or the terms of any Contract to applicable logistical restrictions or limitations as a result of COVID-19 which the Company or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries tois subject (provided, afford that the Company shall use its reasonable best efforts to Parentpromptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of date on which this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel is terminated in accordance with its terms and records and, during such periodthe Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent: (i) a copy of each reportParent such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed or received by it during such period pursuant to aspects of the requirements of federal or state securities Laws Company and (ii) all other information concerning its business, properties and personnel Subsidiaries as Parent or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest, for the avoidance of doubtprovided, this Section 5.2(a) and Section 5.2(b)) shall require however, that the Company or any of its Subsidiaries shall not be required to provide access to or disclose any information if such access or information to the extent that such action disclosure would (A) would reasonably be expected to result in a waiver of jeopardize any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege of the Company or any of its Subsidiaries, (B) specifically relates violate any Contract entered into prior to the evaluationdate of this Agreement, deliberation Law or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsOrder, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to give a third party so long as the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain the consent of cause such information to be provided in a manner that would not result in such jeopardy or violation or third party to provide such information and otherwise provide such access to Parent, if requested right; and (biii) generally describe instruct its Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the type of information that canforegoing, any such investigation shall be conducted in such a manner as not be disclosed to Parent (to unreasonably interfere with the extent not prohibited by law business or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer operations of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingits Subsidiaries.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ChinaEquity USD Fund I L.P.), Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.), Agreement and Plan of Merger (Mecox Lane LTD)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time or the date, subject if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shallwill provide to Buyer (and its officers, directors, employees, accountants, consultants, legal counsel, agents and shall cause each of its Subsidiaries toother representatives, afford to Parentcollectively, Merger Sub and their respective representatives “Representatives”) reasonable access during normal business hours during to the period from Company’s and its subsidiaries’ properties, books, contracts and records, personnel and other information as Buyer may reasonably request regarding the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective propertiesbusiness, assets, booksliabilities, contractsemployees and other aspects of the Company; provided, commitmentshowever, personnel and records and, during such period, that the Company shallshall not be required to provide access to any information or documents which would, and shall cause each in the reasonable judgment of its Subsidiaries tothe Company, furnish promptly to Parent: (i) a copy of each reportbreach any agreement with any third-party, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all constitute a waiver of the attorney-client or other information concerning its businessprivilege held by the Company, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)iii) otherwise violate any applicable Laws. Nothing herein (including, for For the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require notwithstanding the foregoing, the Company or has not provided, shall not be required to provide, and following the Spin-Off the Company shall not have access to, the properties, books, contracts and records and other information as it relates to the business, assets, liabilities, employees and other aspects of the Drug Delivery Business, and neither the Company nor CPEX shall have any of its Subsidiaries obligation at any time to grant such access to Buyer; provided, however, that the Company shall reasonably cooperate to provide such requested information and access or information with respect to CPEX to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates related to the evaluationtransactions contemplated by this Agreement. The Company shall cause the officers, deliberation or minutes employees, consultants, agents, accountants, attorneys and other Representatives of the Company Board (or any committee or subcommittee thereof) related and its subsidiaries to the Merger Transactionsreasonably cooperate with Buyer and Buyer’s Representatives in connection with such investigation and examination, the strategic and financial alternatives process leading thereto, or any information or materials provided to Buyer and its Representatives shall cooperate with the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company and its Representatives and shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially their reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (minimize any disruption to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingbusiness.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bentley Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective subsidiaries is a party or pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and Parent shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not subsidiaries to): (i) provide to the other party (and the other party’s officers, contact directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records thereof, including access to enter any partnerreal property owned, licensorleased, licensee, customer subleased or supplier occupied by such party or such party’s Subsidiary in order to conduct an environmental assessment of such property (provided that no subsurface investigation work of the sort commonly referred to as “Phase II” investigatory work shall be conducted absent the prior written consent of the other party, which consent shall not be unreasonably withheld); and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request; provided, however, that (A) no pricing or other competitively sensitive information retrieved from the Company will be made available to persons who are involved in any pricing or sales activity at Parent or any Parent Subsidiary, (B) no pricing or other competitively sensitive information retrieved from Parent will be made available to persons who are involved in any pricing or sales activity at the Company or any Company Subsidiary and (C) neither Parent nor the Company shall use any information obtained from the other party for any purpose other than evaluation of such other party in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingthis Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD)
Access to Information; Confidentiality. (a) Upon Subject to Section 9.14, upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws, each of COVID-19 or any COVID-19 Measures IBTX and solely TCBI, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives reasonable access of the other party, access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of IBTX and TCBI shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that IBTX or TCBI, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither IBTX nor TCBI nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of IBTX’s or TCBI’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Texas Capital Bancshares Inc/Tx), Agreement and Plan of Merger (Independent Bank Group, Inc.), Agreement and Plan of Merger (Independent Bank Group, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures DENTSPLY and solely for purposes of furthering the Merger Transactions, the Company shall, Sirona shall (and shall cause each of its their respective Subsidiaries and Representatives to, ) afford to Parent, Merger Sub the other party and their respective representatives its Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel Contracts and records and its officers, employees and Representatives and, during such period, the Company shall, each of DENTSPLY and Sirona shall (and shall cause each of its Subsidiaries and Representatives to, ) furnish promptly to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it during such period pursuant to the requirements of federal or state applicable securities Laws (other than reports or documents which such party is not permitted to disclose under applicable Law) and (ii) consistent with its obligations under applicable Law, all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers request; provided, however, none of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company DENTSPLY or Sirona or any of its their respective Subsidiaries or Representatives shall be required to provide access to or disclose information where such information or access or information to would, in the extent that reasonable judgment of such action party, (Ax) would reasonably be expected to result in breach any agreement with any third party, (y) constitute a waiver of the attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other privilege held by such party or (Cz) would reasonably be expected to otherwise violate any applicable Law or Law. In the event any confidentiality obligation owing to a third of the restrictions in clauses (x) through (z) of the foregoing sentence shall apply, the parties shall advise the other party so long as of the Company shall promptly notify Parent subject matter of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed and shall use their reasonable best efforts to Parent (make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the extent not prohibited by law or the underlying document)confidentiality of sensitive material and to ensure compliance with applicable Laws. No investigation Any such information provided pursuant to this Section 5.2 5.5 shall affect any representation or warranty be held in this Agreement of any party hereto or any condition confidence to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notextent required by, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offeraccordance with, the Merger or any provisions of that certain Confidentiality Agreement, dated June 10, 2015 (the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), between DENTSPLY and Parent Sirona, which Confidentiality Agreement shall remain in full force and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingeffect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Agreement and Plan of Merger (Sirona Dental Systems, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its Subsidiaries respective significant subsidiaries (determined in accordance with Regulation S-X promulgated under the Securities Act) to, afford to Parentthe other Party and to the officers, Merger Sub employees, accountants, legal counsel, financial advisors and their respective other representatives of such other Party, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all of their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective significant subsidiaries to, furnish promptly to Parent: the other Party (ia) a copy of each report, schedule, registration statement and other document filed or received furnished by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other Party may reasonably request (including Tax Returns filed and those in preparation and the workpapers request; provided that each of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or and Parent shall have the right to access the properties, books, contracts, commitments, personnel and records of any non-significant subsidiary of its Subsidiaries the other Party to provide such access or information to the extent that the operations or business of any such action (A) subsidiary would reasonably be expected to result in have a waiver of attorney-client privilegeMaterial Adverse Effect upon such other Party. Without limiting the foregoing, work product doctrine or similar privilege, (B) specifically relates Parent and its representatives shall be allowed to the evaluation, deliberation or minutes conduct a Phase I environmental investigation of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsCompany, the strategic Company Subsidiaries and financial alternatives process leading theretotheir properties, but shall not be allowed, absent the prior written approval of the Company, to perform any environmental sampling or any information analysis of the sort commonly referred to as a Phase II environmental investigation, which approval shall not be unreasonably withheld or materials provided to delayed; provided, however, that the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as Parties acknowledge and agree that the Company shall promptly notify Parent conduct and completion of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that canenvironmental investigation shall not be disclosed to Parent (a condition to the extent closing of the Transactions. The Company and the Company Subsidiaries shall reasonably cooperate with Parent and its representatives in connection with any such environmental investigation, including making available personnel, outside contractors and outside consultants with knowledge of environmental matters pertaining to the Company, the Company Subsidiaries and their properties and making available relevant documents related to such matters. Neither Parent nor Sub shall, and Parent and Sub shall cause each of its representatives not prohibited by law or the underlying document). No investigation to, use any information acquired pursuant to this Section 5.2 shall affect 6.03 for any representation or warranty in this Agreement of any party hereto or any condition purpose unrelated to the obligations consummation of the parties heretoTransactions. All requests for access information exchanged, made available or acquired pursuant to this Section 5.2 must 6.03 shall be directed subject to the Chief Financial Officer of the Company or another person designated in writing by the CompanyConfidentiality Agreement. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.55
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub NeoHydro Technologies Corp. and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or to its and to the valid termination of this Agreement pursuant to Article VII, to all their respective Company’s properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notNeoHydro Technologies Corp. will hold, and shall will cause their its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives not toand affiliates to hold, contact any partner, licensor, licensee, customer or supplier of the Company nonpublic information in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingconfidence.
Appears in 2 contracts
Samples: Agreement (Neohydro Technologies Corp.), Agreement (Neohydro Technologies Corp.)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeEach of Weyerhaeuser, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Newco and solely for purposes of furthering the Merger Transactions, the Company Domtar shall, and shall cause each of its Subsidiaries torespective subsidiaries to (in the case of Weyerhaeuser, with respect to the Newco Business only), afford to Parentthe other party and to the officers, Merger Sub employees, accountants, counsel, financial advisors and their respective other representatives of such other party, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assetsplants, books, contracts, commitments, personnel and records and, during such period, each of Weyerhaeuser (with respect to the Company Newco Business only) and Domtar shall, and shall cause each of its Subsidiaries respective subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Canadian Securities Legislation or of U.S. Federal or state securities Laws laws and (iib) to the extent permitted by Law, all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request request; provided, however, that either party may withhold (including Tax Returns filed and those in preparation i) any documents (or portions thereof) or information that is subject to the terms of a confidentiality agreement with a third party, (ii) any document (or portions thereof) or information which may constitute privileged attorney-client communications or attorney work product and the workpapers transfer of its auditors). Nothing herein which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege, or (includingiii) any documents (or portions thereof) or information relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by such party’s counsel, might reasonably result in antitrust difficulties for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company such party or any of its Subsidiaries to provide affiliates. If any material is withheld by such access or information party pursuant to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates proviso to the evaluationpreceding sentence, deliberation or minutes such party shall inform the other party as to the general nature of what is being withheld. Upon its execution of a work paper access letter in customary form, each of Domtar and Weyerhaeuser shall be afforded reasonable access by the other party during normal business hours during the period prior to the Effective Time to all information used by such other party in the preparation of Audited Newco Financial Statements or, as applicable, the Audited Domtar Financial Statements (in the case of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsAudited Newco Financial Statements, the strategic and when such financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying documentstatements become available). No investigation All information exchanged pursuant to this Section 5.2 6.06 shall affect any representation or warranty be held by the parties as Evaluation Material (as defined in this Agreement the Confidentiality Agreement, dated as of any party hereto or any condition August 8, 2005, between Weyerhaeuser and Domtar (the “Confidentiality Agreement”)) and shall be subject to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Domtar CORP), Transaction Agreement (Weyerhaeuser Co)
Access to Information; Confidentiality. (a) Upon Subject to the Confidentiality Agreement and subject to Applicable Law, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures Janus and solely for purposes of furthering the Merger Transactions, the Company Xxxxxxxxx shall, and shall cause each of its Subsidiaries respective subsidiaries to, afford to Parentthe other party and to the officers, Merger Sub employees and their respective representatives Representatives of such other party, reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective properties, assets, books, contractsContracts, commitments, personnel and records and(provided that such access shall not unreasonably interfere with the business or operations of such party), and during such period, the Company each of Janus and Xxxxxxxxx shall, and shall cause each of its Subsidiaries respective subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and the other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) party all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed in respect of developments in relation to key employees and those in preparation material financial developments); provided, however, that the foregoing shall not require Janus and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, Xxxxxxxxx to disclose any information pursuant to this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information 6.5 to the extent that (i) in the reasonable good faith judgment of such action party, any Applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (Aii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would reasonably be expected to result in a waiver the loss of attorney-client privilege; provided, work product doctrine further, that with respect to clauses (i) through (iii) of this Section 6.5, Janus or similar privilegeXxxxxxxxx, (B) specifically relates to the evaluationas applicable, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to (1) obtain the required consent of such any third party necessary to provide such disclosure, (2) develop an alternative to providing such information and otherwise provide so as to address such access matters that is reasonably acceptable to Parent, if requested Janus or Xxxxxxxxx and (b3) generally describe in the type case of clauses (i) through (iii), utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information that cannot be disclosed to Parent (to the extent not prohibited by law without violating Applicable Law or the underlying document)jeopardizing such privilege. No investigation review pursuant to this Section 5.2 6.5 shall affect any representation or warranty in this Agreement of any given by the other party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent Janus and Merger Sub Xxxxxxxxx shall nothold, and shall cause their its respective representatives not toAffiliates, contact officers, employees and Representatives to hold, any partner, licensor, licensee, customer or supplier nonpublic information in accordance with the terms of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Janus Henderson Group PLC), Agreement and Plan of Merger (Janus Capital Group Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result the earlier of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the termination of furthering the Merger Transactionsthis Agreement in accordance with Article 7, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent, (i) provide to Parent and Merger Sub and their respective representatives Representatives reasonable access access, during normal business hours during in such a manner as not to interfere unreasonably with the period from operation of any business conducted by the date of this Agreement until Company and the earlier Company Subsidiaries, and upon reasonable prior written notice to the Company, to the officers, employees, properties, Company Permits, offices and other facilities of the Effective Time or Company and the valid termination of this Agreement pursuant Company Subsidiaries and to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel the books and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws thereof and (ii) all other use commercially reasonable efforts to furnish to Parent and Merger Sub and their respective Representatives, during normal business hours upon prior reasonable notice such information concerning its the business, properties properties, Contracts, Company Permits, personnel, assets and personnel liabilities of the Company and the Company Subsidiaries as Parent or Merger Sub Parent’s Representatives may reasonably request request; provided that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes, in its reasonable good faith judgment, that doing so would (A) result in the loss of attorney-client, work product or other privilege, (B) result in the disclosure of any trade secrets of Third Parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any Third Party, or otherwise breach, contravene or violate any such effective Contract to which the Company or any Company Subsidiary is a party or (C) breach, contravene or violate any applicable Law (including Tax Returns filed and those Competition Laws); provided, that the Company shall use its reasonable best efforts to cause such information to be provided in preparation and a manner that would not violate the workpapers foregoing. Any access to the properties of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information shall be subject to the extent that such action (A) would reasonably be expected to result Company’s reasonable security measures and insurance requirements. Nothing in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect be construed to require the Company, any representation or warranty in this Agreement of any party hereto its Subsidiaries or any condition to the obligations Representatives of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not foregoing to be unreasonably withheldprepare any reports, conditioned analyses, appraisals or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingopinions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (William Lyon Homes), Agreement and Plan of Merger (Taylor Morrison Home Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering Seller and, following the Merger TransactionsClosing Date, the Company Purchaser shall, and shall cause each of its Subsidiaries their respective subsidiaries to, with respect to the Business only and to the extent permitted by Law, afford to Parentthe other party and to the officers, Merger Sub employees, accountants, counsel, financial advisors and their respective other representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assetsplants, books, contractssystems, Contracts, commitments, personnel and records Records relating to the Business (including financial Records, but excluding Tax Returns that are included in Section 1.02(b)(vii) (provided that work papers (or the relevant portions thereof) related thereto shall be made available to Purchaser upon its reasonable request) and Records that are included in Section 1.02(b)(viii)) for so long as such information is retained by a party or any of its subsidiaries under the relevant retention policies of such party then in effect (but in any event for a period of not less than four years following the Closing Date) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant with respect to the requirements of federal or state securities Laws and (ii) all other information concerning its businessBusiness only, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and Seller and, following the workpapers of its auditors). Nothing herein (includingClosing Date, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notPurchaser shall, and shall cause their respective representatives not subsidiaries to, contact furnish promptly to the requesting party, to the extent permitted by Law, all other information concerning the Business as such requesting party may request; provided, however, that any partnerparty may withhold (i) any documents (or portions thereof) or information that such party is obligated to keep confidential from the requesting party pursuant to the terms of a confidentiality agreement with a third party, licensor(ii) any document (or portions thereof) or information that may constitute privileged attorney-client communications or attorney work product and the transfer of which, licenseeor the provision of access to which, customer as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege (except that, after the Closing, Seller shall not withhold under this clause (ii) any such document or supplier information relating to an Assumed Liability) and (iii) any document (or portion thereof) or information relating to pricing or other matters that are highly competitively sensitive if the exchange of such document (or portion thereof) or information, as reasonably determined by such party’s counsel, might reasonably result in a violation of antitrust Laws by such party or any of its affiliates. If any material is withheld by such party pursuant to the Company proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld, and the parties shall use reasonable best efforts to obtain any consents necessary, or restructure the form of access, so as to permit the access requested. In respect of any request after the Closing Date, the party requesting such access agrees to reimburse the other party promptly for all reasonable and necessary out-of-pocket costs and expenses incurred in connection with any such request; provided, however, that such other party shall first consult with the requesting party with respect to costs and expenses of third-party service providers that are expected to be incurred in connection with the Offerrequest before incurring such costs and expenses and shall not, without the Merger or any consent of the requesting party, incur such third-party service provider costs and expenses if it would not have incurred such costs and expenses in response to its own need for comparable information arising in its other Merger Transactions without businesses. Upon Purchaser’s execution of a work paper access letter in customary form, Purchaser shall be afforded reasonable access by Seller to all information used by Seller and the Company’s prior written consent (such consent not other members of the Seller Group in the preparation of the Business Financial Statements. Subject to be unreasonably withheld, conditioned or delayedSection 6.02(d), all information provided to Purchaser pursuant to this Section 6.02 that would constitute Evaluation Material (as defined in the Confidentiality Agreement, dated as of July 9, 2007, between Seller and Parent and Merger Sub acknowledge and agree that any such contact Purchaser (the “Confidentiality Agreement”)) if provided prior to the date hereof shall be arranged held by Purchaser as such and with a representative of shall be subject to the Company participatingConfidentiality Agreement.
Appears in 2 contracts
Samples: Pulpwood Supply Agreement (Weyerhaeuser Co), Assignment and Assumption Agreement (International Paper Co /New/)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company The Parties hereto shall, and shall cause each of its Subsidiaries officers, Selling Shareholders, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub any other party and their respective its representatives reasonable access during normal business hours during the period from prior to the date of this Agreement until the earlier Closing Date of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective its properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company parties shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: any other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of each Party set forth herein and compliance by each Party of its obligations hereunder, during the period prior to the Closing Date of the Exchange, each party shall provide each other party and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable each party to confirm the accuracy of the representations and warranties of each other party set forth herein and compliance by each party of their obligations hereunder, and, during such period, cause its, officers, employees and representatives to, furnish promptly to each party upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third each party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notwill hold, and shall will cause their its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives not toand Affiliates to hold, contact any partner, licensor, licensee, customer or supplier of the Company nonpublic information concerning another party in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingstrict confidence.
Appears in 2 contracts
Samples: Share Exchange Agreement, Share Exchange Agreement (Meridian Waste Solutions, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, Subject to the Confidentiality Agreement and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Applicable Law, and solely for the purposes of furthering the Merger TransactionsMerger, the Company upon reasonable notice, Telaria shall, and shall cause each of its Subsidiaries to, and Rubicon Project shall, and shall cause the Subsidiaries of Rubicon Project to, afford to Parentthe other party and to the officers, Merger Sub employees and their respective representatives Representatives of such other party, reasonable access access, upon reasonable notice during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all of its and their respective properties, assets, books, contracts, commitments, personnel and records and(provided that such access shall not unreasonably interfere with the business or operations of such party), and during such period, the Company Telaria shall, and shall cause each of its Subsidiaries to, and Rubicon Project shall, and shall cause the Subsidiaries of Rubicon Project to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and the other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) party all other information concerning its and their business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request; provided that the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, foregoing shall not require Telaria or Rubicon Project to disclose any information pursuant to this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information 6.2 to the extent that in the reasonable good faith judgment of such action party, (Ai) any Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such information or (ii) disclosure of any such information or document would reasonably be expected to result in a waiver the loss of attorney-client privilege, attorney work product doctrine or similar other relevant legal privilege; provided, further, that, with respect to the foregoing clauses (i) and (ii), Telaria or Rubicon Project, as applicable, shall use its commercially reasonable efforts to (A) obtain the required consent of any third party necessary to provide such disclosure, (B) specifically relates communicate, to the evaluationextent feasible, deliberation the applicable information in a way that would not violate Applicable Law or minutes of the Company Board (jeopardize such privilege, or any committee or subcommittee thereof) related otherwise develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Merger Transactions, the strategic other party and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably be expected to violate any applicable permit the disclosure of such information without violating Applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any jeopardizing such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)privilege. No investigation review pursuant to this Section 5.2 6.2 shall affect any representation or warranty in this Agreement of any given by the other party hereto or any condition to the obligations of the parties hereto. All requests for access Any information provided or made available pursuant to this Section 5.2 must 6.2 shall be directed to governed by the Chief Financial Officer terms and conditions of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rubicon Project, Inc.), Agreement and Plan of Merger (Telaria, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the period between the date of this Agreement and the earlier to occur of the Effective Time and the date, subject if any, on which this Agreement is terminated pursuant to Article VIII (the “Interim Period”), to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, (i) the Company shall, and shall cause each of its Subsidiaries the other Company Entities to, afford to Parent, Merger Sub Parent and their respective representatives its Affiliates and Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contractsContracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries the other Company Entities to, furnish reasonably promptly to Parent: Parent (iA) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (iiB) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub may reasonably request and (including Tax Returns filed ii) Parent shall, and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes cause each of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsother Parent Entities to, the strategic and financial alternatives process leading thereto, or any information or materials provided afford to the Company Board and its Affiliates and Representatives reasonable access during normal business hours and upon reasonable advance notice to its books, records and personnel and provide all other information (financial or any committee otherwise) concerning its business, properties and personnel as the Company may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 6.3(c) to provide the other party or subcommittee thereofthe Affiliates or Representatives of such other party with access to or to disclose information (w) in connection therewith or relating to the consideration, negotiation and performance of this Agreement and related agreements, (Cx) would reasonably be expected that is subject to violate any applicable Law or any the terms of a confidentiality obligation owing to agreement with a third party so long as entered into prior to the Company date of this Agreement (provided, however, that the withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding party shall use its reasonable best efforts to Parentmake appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, if requested and attorney work product or other legal privilege (b) generally describe provided, however, that the type of information that cannot be disclosed to Parent (withholding party shall allow for such access or disclosure to the maximum extent that does not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty result in this Agreement a loss of any party hereto such attorney-client, attorney work product or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedlegal privilege), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Summit Financial Services Group Inc), Agreement and Plan of Merger (Summit Financial Services Group Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result Applicable Laws relating to the exchange of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsinformation, the Company shall, and shall cause each of its Subsidiaries to, afford to Parentthe officers, employees, accountants, counsel and other representatives of the Acquirer Parties access, for the purpose of preparing for the integration of the operations of the Company and Parent and the Merger Sub and their respective representatives reasonable access other matters contemplated by this Agreement, including the Financing, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitmentscommitments and records, personnel and records to its officers, employees, accountants, counsel and other representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly make available to Parent: the Acquirer Parties (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of the federal securities Laws or federal or state securities banking, mortgage lending, real estate or consumer finance or protection Laws (other than reports or documents which the Company is not permitted to disclose under Applicable Law or that are publicly filed) and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed for the purpose of preparing for the integration of the operations of the Company and those in preparation Parent and the workpapers of its auditors)Merger and other matters contemplated by this Agreement. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require Neither the Company or nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or information to the extent that such action (A) disclosure would reasonably be expected to result in a waiver of jeopardize any attorney-client privilege, work product doctrine violate any contract or similar privilege, (B) specifically relates to the evaluation, deliberation agreement or minutes of the Company Board (or contravene any committee or subcommittee thereof) related to the Merger TransactionsLaw; and in any such event, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and parties hereto will use commercially reasonable best efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingmake appropriate substitute disclosure arrangements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Virtu Financial, Inc.), Agreement and Plan of Merger (KCG Holdings, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during throughout the period from the date of this Agreement until the earlier of hereof to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, (i) provide Parent and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and its Subsidiaries and their respective assets, properties, assetsbooks and records, books, contracts, commitments, personnel but only to the extent that such access does not unreasonably interfere with the business and records and, during such period, operations of the Company shalland its Subsidiaries, and shall cause each of its Subsidiaries to, (ii) furnish promptly to Parent: Parent (ix) a copy of each report, schedulestatement, registration statement schedule and other document filed or received by it during such period the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities Laws laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (iiy) all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans and other books and records) concerning the business and operations of the Company and its business, properties and personnel Subsidiaries as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would other Persons shall reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)request. No investigation pursuant to this Section 5.2 7.01 or otherwise shall affect any representation or warranty contained in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access Any such information or material obtained pursuant to this Section 5.2 must 7.01 shall be directed to governed by the Chief Financial Officer terms of the Confidentiality Agreement, dated as of July 30, 2003, between the Company or another person designated in writing by and Parent (the Company"Confidentiality Agreement"). Notwithstanding anything herein to the contrarycontrary contained herein or in the Confidentiality Agreement, Parent and Merger Sub the obligations of confidentiality contained herein or in the Confidentiality Agreement shall notnot apply, and shall cause their respective any party hereto or its employees, representatives not toand other agents may disclose to any and all persons, contact without limitation of any partnerkind, licensor, licensee, customer or supplier (a) the "tax treatment" and "tax structure" of the Company "transactions" contemplated by this Agreement (as these terms are defined in connection with Treasury Regulations Section 1.6011-4(b) and (c)) and (b) all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment or tax structure; provided, however, that such disclosure may not be made (to persons other than tax advisors) (i) until the Offer, earlier of (A) the Merger or any date of the other Merger Transactions without public announcement of the Company’s prior written consent discussions relating to such transactions, (B) the date of the public announcement of such consent not transactions or (C) the date of the execution of this Agreement and (ii) to the extent required to be unreasonably withheld, conditioned kept confidential to comply with any applicable federal or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingstate securities Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elder Beerman Stores Corp), Agreement and Plan of Merger (Bon Ton Stores Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written prior notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company GFI shall, and shall cause each of its the GFI Subsidiaries to, afford to Parentthe officers, Merger Sub directors, employees, accountants, counsel, financial advisors, consultants, financing sources and their respective other advisors or representatives (collectively, "Representatives") of CME reasonable access during normal business hours and without undue disruption of normal business activity during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective of GFI's and its Subsidiaries' properties, assets, books, records, contracts, commitments, commitments and personnel and records and, during such period, the Company shallshall furnish, and shall cause each of its Subsidiaries toto be furnished, furnish as promptly as reasonably practicable to Parent: CME (i) a copy of each material report, schedule, registration statement schedule and other document filed filed, furnished, published, announced or received by it during such period pursuant to the requirements of federal or state securities Laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its business, properties and personnel with respect to GFI as Parent or Merger Sub CME may reasonably request (including Tax Returns filed and those in preparation request; provided that GFI and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) GFI Subsidiaries shall require the Company or any of its Subsidiaries not be obligated to provide such access or information to the extent that such action (A) any competitively sensitive information, (B) any information that would reasonably be expected to result in a waiver the loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) any information that would reasonably be expected result in a breach of an agreement to which GFI or any of the GFI Subsidiaries is a party, (D) any information that, in the reasonable judgment of GFI, would violate any applicable Law or (E) any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed is reasonably pertinent to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty litigation in this Agreement of any party hereto which GFI or any condition to GFI Subsidiary, on the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notone hand, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger CME or any of its Affiliates, on the other Merger Transactions without hand, are adverse parties; provided, however, that in the Company’s prior written consent case of clauses (such consent not to be unreasonably withheld, conditioned or delayedA), and Parent and Merger Sub acknowledge and agree (B) or (C) above, GFI shall attempt in good faith to make reasonable substitute arrangements as may be reasonably necessary to produce the relevant information in a manner that any would not reasonably be expected to harm GFI's competitive positions, to jeopardize the attorney-client privilege or to result in such contact shall be arranged by and with a representative of the Company participatingbreach, as applicable.
Appears in 2 contracts
Samples: Iii Agreement and Plan of Merger (Jersey Partners Inc.), Iii Agreement and Plan of Merger (Jersey Partners Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, to the extent permitted by applicable Law and contracts, and subject to applicable logistical the reasonable restrictions or limitations as a result imposed from time to time upon advice of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionscounsel, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent, Merger Sub Parent’s financing sources and their respective representatives Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its the Company Subsidiaries to, furnish reasonably promptly to Parent: Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed request. Parent, at its own expense, shall have the right to such reasonable access during normal business hours and those upon reasonable advance notice in preparation order to prepare or cause to be prepared surveys, inspections, engineering studies, environmental assessments and the workpapers of its auditors). Nothing herein (includingother tests, for the avoidance of doubtexamination or studies with respect to each Company Property that Parent deems to be reasonably necessary, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide so long as such access or information activities do not unduly interfere with the Company’s operation of each such Company Property in the ordinary course of business. Parent will use its reasonable best efforts to minimize any disruption to the extent Company’s business that such action may result from its requests for access, data and information hereunder. Notwithstanding the foregoing, the Company shall not be required by this Section 7.4 to provide Parent, Parent’s financing sources or their respective Representatives with access to or to disclose information (Aw) would reasonably be expected relating to result in a waiver the consideration, negotiation and performance of attorney-client privilege, work product doctrine or similar privilegethis Agreement and related agreements, (Bx) specifically relates that is subject to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any a confidentiality obligation owing to agreement with a third party so long as entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) the disclosure of which would violate any Law or applicable fiduciary duty (provided, however, that the Company shall use its reasonable best efforts to Parentmake appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or applicable fiduciary duty) or (z) that is subject to any attorney-client, if requested and attorney work product or other legal privilege (b) generally describe provided, however, that the type of information that cannot be disclosed Company shall use its reasonable best efforts to Parent (allow for such access or disclosure to the maximum extent that does not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty result in this Agreement a loss of any party hereto such attorney-client, attorney work product or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedlegal privilege), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Realty Capital Properties, Inc.), Agreement and Plan of Merger (Cole Credit Property Trust Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company Each party shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub the other parties and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company each party shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and the other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) parties all other information concerning its business, properties and personnel as Parent or Merger Sub the other parties may reasonably request for purposes of completing the Merger or for a bona fide business purpose (including Tax Returns filed and those in preparation and the workpapers work papers of its auditors). Nothing herein (, and including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information with respect to the extent that such action (A) would reasonably be expected Company, making available to result in a waiver Parent each of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes items set forth on Section 5.4 of the Company Board (or Disclosure Letter); provided, however, that the foregoing shall not require any committee or subcommittee thereof) related party to the Merger Transactions, the strategic and financial alternatives process leading thereto, or disclose any information or materials provided to the Company Board (or any committee or subcommittee thereofa) in connection therewith or if providing such access would unreasonably disrupt such party’s operations, (Cb) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to that is a trade secret of a third party so long as or is subject to the Company terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business (provided, however, that the withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such access or disclosure), (c) the disclosure of which would violate any Law applicable to such party or any of its Representatives (provided, however, that withholding party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), or (d) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that withholding party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege); provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries to permit any environmental testing or sampling or subsurface investigations, including surface and subsurface soils and water, soil gas, air or building materials, on any of the properties owned, leased or operated by it or any of its respective Subsidiaries. All such information shall be held confidential in accordance with the terms of the Confidentiality Agreement between Parent and otherwise provide such access to Parentthe Company, if requested dated as of December 6, 2022 (the “Confidentiality Agreement”); provided, that the parties hereto agree that the provisions of paragraph 7 of the Confidentiality Agreement shall terminate immediately and (b) generally describe no longer be in force and effect from and after the type date of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)this Agreement. No investigation pursuant to this Section 5.2 5.4 or information provided, made available or delivered to a party pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xylem Inc.), Agreement and Plan of Merger (Evoqua Water Technologies Corp.)
Access to Information; Confidentiality. (a) Upon From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable advance written prior notice, subject each Party shall, and shall cause each of its Subsidiaries to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures afford to the Other Party and solely for purposes of furthering the Merger Transactionstheir respective Representatives reasonable access during normal business hours to (and, with respect to books and records, the right to copy) all of its and its Subsidiaries’ officers, key employees, agents, properties, offices, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form). Each Party shall furnish promptly to the Other Party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning its and its Subsidiaries’ business, properties and personnel, in each case, as the Other Party may reasonably request. In addition, from the date hereof until the Effective Time, each of the Company and Parent shall, and shall cause each of its Subsidiaries to, afford use its reasonable best efforts to Parentcause its customers, Merger Sub suppliers, lenders and their respective representatives reasonable access during normal business hours during other creditors to be available to the period from Other Party. Notwithstanding the date foregoing provisions of this Agreement until the earlier of the Effective Time Section 6.8(a), (i) each Party shall not be required to, or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each any of its Subsidiaries to, furnish promptly grant such access if such Party reasonably determines that it would (A) materially disrupt or impair the business or operations of such Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to Parent: (i) confidentiality or non-disclosure owing to a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request third party (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(aany Governmental Entity) and Section 5.2(b)) shall require the Company to which such Party or any of its Subsidiaries to provide such access is a party, (C) constitute a violation of any applicable Law, (D) result in the disclosure of any trade secrets or information to the extent that such action other confidential business information, or (AE) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (Cii) would reasonably no Party shall be expected entitled to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions conduct environmental sampling without the CompanyOther Party’s prior written consent, which consent (such consent shall not to be unreasonably withheld, conditioned delayed or delayed)conditioned, provided, however, that in the absence of such consent, the Other Party shall be granted access to the properties and facilities of such Party for the purpose of conducting any visual inspections and assessments at such times and in such a manner so as not to unreasonably interfere with the Other Party’s business. The Company and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company participating.preceding sentence apply..
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sandridge Energy Inc), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date of this Agreement to the earlier of the Effective Time and the date, subject if any, on which this Agreement is terminated pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsSection 7.1, the Company shall, and shall cause each Subsidiary of its Subsidiaries tothe Company and each of their respective directors, afford officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Company Representatives”) (i) to Parent, Merger Sub provide to Parent and Purchaser and their respective representatives directors, officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, the “Parent Representatives”) full access at reasonable access during normal business hours during times upon prior notice to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and its Subsidiaries and to the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel books and records and, during such period, of the Company shalland its Subsidiaries, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all to furnish promptly such financial, operating and other information data concerning the Company and its business, properties and personnel Subsidiaries as Parent or Merger Sub the Parent Representatives may reasonably request in writing, and (iii) to provide to Parent and Purchaser such reasonable access to stock transfer records and other information related to the ownership of capital stock of the Company, including Tax Returns filed access to the Company’s transfer agent, as Parent may request. Such access shall include the right to conduct Phase I environmental reviews at any property, office or other facility of the Company and those its Subsidiaries; provided, however, that such access shall not include any right to test or take samples of air, water, groundwater, soil or any other media at any property. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in preparation and such a manner as not to interfere unreasonably with the workpapers business or operations of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries. Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or information to the extent that such action (A) disclosure would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or contravene any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Law. No investigation conducted pursuant to this Section 5.2 5.3(a) shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing made by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monterey Gourmet Foods), Agreement and Plan of Merger (Pulmuone Cornerstone Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the period between the date of this Agreement and the earlier to occur of the Effective Time and the date, subject if any, on which this Agreement is terminated pursuant to Article VIII (the “Interim Period ”), to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries the other Company Entities to, afford to Parent, Merger Sub Parent and their respective representatives its Affiliates and Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contractsContracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries the other Company Entities to, furnish reasonably promptly to Parent: Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information (financial or otherwise) concerning its business, properties and personnel (except medical information) as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, Company shall not be required by this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries 6.3 to provide such Parent or its Affiliates or Representatives with access to or to disclose information (w) relating to the extent that such action (A) would reasonably be expected to result in a waiver consideration, negotiation and performance of attorney-client privilege, work product doctrine or similar privilegethis Agreement and related agreements, (Bx) specifically relates that is subject to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any a confidentiality obligation owing to agreement with a third party so long as entered into prior to the date of this Agreement (provided, however, that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the Company shall use its reasonable best efforts to Parentmake appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, if requested and attorney work product or other legal privilege (b) generally describe provided, however, that the type of information that cannot be disclosed to Parent (Company shall allow for such access or disclosure to the maximum extent that does not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty result in this Agreement a loss of any party hereto such attorney-client, attorney work product or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedlegal privilege), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RCS Capital Corp), Agreement and Plan of Merger (Investors Capital Holdings LTD)
Access to Information; Confidentiality. (a) Upon Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable advance written notice, access (subject to applicable logistical restrictions or limitations as a result Laws regarding the sharing of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionssuch information), the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours hours, and upon reasonable prior notice, during the period from the date of this Agreement until the earlier of Execution Date through the Effective Time or the valid termination of this Agreement pursuant to Article VIIAgreement, to all their respective its properties, assets, booksbooks and records, contracts, commitmentscommitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, personnel and records andas the case may be, during or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, the Company shall, CPT and Inuvo shall cause each of its Subsidiaries to, furnish or make available promptly to Parent: each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws; and (ii) all other information concerning its business, properties properties, assets and personnel as Parent or Merger Sub the other may reasonably request (including Tax Returns filed request. Notwithstanding the foregoing, Inuvo and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company CPT may restrict or otherwise prohibit access to any of its Subsidiaries to provide such access documents or information to the extent that access to such action (A) documents or information would reasonably be expected to result in a risk waiver of any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, (B) specifically relates to the evaluationall information obtained by Inuvo and CPT, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsand their respective Subsidiaries, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 6.3(a) shall affect any representation or warranty be kept confidential in this Agreement of any party hereto accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any condition to other similar agreement among the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingParties.
Appears in 2 contracts
Samples: Support Agreement (ConversionPoint Holdings, Inc.), Support Agreement (ConversionPoint Holdings, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to and except as may otherwise be prohibited by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent’s officers, employees, accountants and advisors, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, booksbooks and records, contracts, commitmentsContracts, personnel (including access to documentation related to environmental and records andzoning matters and FCC Licenses and Other Company Licenses); provided, during however, that the foregoing shall not require the Company to permit any inspection, or to disclose any information to the extent that, in the reasonable judgment of the Company, it would result in the disclosure of any trade secrets of third parties or violate any of its contractual obligations or any obligations with respect to confidentiality or privacy (provided that the Company shall use its reasonable best efforts to provide such periodaccess or disclosure in a manner that does not violate any such legal or contractual obligations); and provided, further, that nothing in this Section 7.03 shall require the Company to take or allow any action that would unreasonably interfere with the Company’s or any Company Subsidiary’s business or operations. In addition, from the date hereof to the Effective Time, the Company shall, and shall cause each of its Subsidiaries Representatives to, furnish promptly to Parent: (i) reasonably cooperate and consult with Parent regarding Parent’s transition and post-closing integration planning as reasonably requested by Parent, (ii) keep Parent reasonably informed as to the status of the VAE Wind-Down and the Tower Sale (including with respect to the estimated and actual costs and expenses thereof, purchase price adjustments thereto and anticipated timing for completion) and the Company’s business and financial condition generally, (iii) provide Parent, on a copy monthly basis, with (A) financial reports (including a consolidated income statement, balance sheet and statement of cash flows) with respect to the Company and the Company Subsidiaries and (B) the total number of Subscribers, indicating the 51 number of Subscribers that are prepaid and postpaid, (iv) provide Parent with devices, data files and other information reasonably required to support the development and testing of the customer migration process and (v) cooperate with and provide reasonable assistance to Parent and Sprint in developing a customer migration process as contemplated in the Sprint Agreements. Upon the request of Parent, the Company shall permit Parent, jointly with the Company, to contact and hold discussions or negotiations with counter-parties to Contracts to which the Company or any Company Subsidiary is a party for the purpose of obtaining the Consent of any such party and addressing any other terms in such Contract as requested by Parent in connection with the Sprint Transactions. Within fifteen (15) days after the date hereof, subject to putting in place mutually agreeable procedures with respect to Parent’s and Sprint’s review of such Contracts (which shall include, with respect to Sprint’s review, redacting customer names and other identifying information), the Company shall (i) use its commercially reasonable efforts to locate copies of each reportEnterprise Customer Agreement (which efforts shall include contacting the applicable customer with respect to any Enterprise Customer Agreement that is not in the Company’s possession), schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties provide Parent with true and personnel as complete copies of each Enterprise Customer Agreement it was able to locate (which copies may be provided by Parent or Merger Sub to Sprint pursuant to the mutually agreeable procedures contemplated herein) and (iii) provide Parent with written summaries of the material terms of the Material Enterprise Customer Agreements that the Company was not able to locate (which summaries may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditorsbe provided to Sprint pursuant to mutually agreeable procedures contemplated herein). Nothing herein Within ninety (including90) days after the date hereof, for subject to putting in place mutually agreeable procedures with respect to Parent’s and Sprint’s review of such Contracts, the avoidance Company shall use its commercially reasonable efforts to (x) enter into replacement Enterprise Customer Agreements (on the same terms and conditions) with respect to any Enterprise Customer Agreements that the Company was not able to locate, (y) prepare written summaries of doubt, this Section 5.2(athe material terms of the other Enterprise Customer Agreements that the Company was not able to locate or replace (which summaries may be provided to Sprint pursuant to mutually agreeable procedures contemplated herein) and Section 5.2(b)(z) obtain the applicable customers’ approvals of the written summaries of the Enterprise Customer Agreements it was not able to locate or replace. In no event shall require the Company or any Company Subsidiary be required pursuant to this Section 7.03 to conduct or allow to be conducted any invasive testing of its Subsidiaries to provide such access soil, groundwater or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes building components at any property of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Subsidiary. No investigation pursuant to this Section 5.2 7.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretoparties. All requests for access information exchanged pursuant to this Section 5.2 must 7.03 shall be directed subject to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notConfidentiality Agreement, and the Confidentiality Agreement shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company remain in connection full force and effect in accordance with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingits terms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/), Agreement and Plan of Merger (Ntelos Holdings Corp.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures The Company and solely for purposes of furthering the Merger Transactions, the Company Parent agree that each shall, and shall cause each of its Subsidiaries and their respective Representatives to, afford to Parentthe other and the other’s Representatives reasonable access, Merger Sub upon reasonable advance notice and their respective representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company and Parent shall, and shall cause each of its their respective Subsidiaries and Representatives to, furnish promptly to Parent: the other (i) to the extent not publicly available, a copy of each material report, schedule, registration statement and other document filed or received furnished by it during such period pursuant to the requirements of federal or state securities Laws laws or commission actions (including upon the request of the staff of the SEC) and (ii) all other information concerning its business, properties and personnel as Parent may be reasonably requested (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the disclosing party or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and its Subsidiaries); provided, however, that the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) disclosing party shall require the Company or any of its Subsidiaries not be required to provide permit such access or information to the extent that make such action (A) disclosure if such access or disclosure would reasonably be expected likely to (x) violate the terms of any confidentiality agreement or other Contract with a third party, (y) result in a waiver the loss of any attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (Cz) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third Applicable Law; provided, further, that the disclosing party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent any consents of such third party parties that are necessary to provide such information and otherwise provide permit such access or make such disclosure and shall otherwise use commercially reasonable efforts to Parentpermit such access or disclosure, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (including pursuant to the extent not prohibited by law or the underlying document). No investigation use of “clean room” arrangements pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations which Representatives of the parties hereto. All requests for recipient could be provided access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Health Systems Inc), Agreement and Plan of Merger (Health Management Associates, Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Law and the Confidentiality Agreement, each of COVID-19 or any COVID-19 Measures Parent and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its respective Subsidiaries to, afford to Parentthe other party and to the Representatives of such other party reasonable access, Merger Sub and their respective representatives upon reasonable access during normal business hours advance notice, during the period from the date of this Agreement until to the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIISection 8.01(a), to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of Parent and the Company shall, and shall cause each of its respective Subsidiaries to, furnish make available promptly to Parent: the other party (ia) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of securities laws or filed with or sent to the SEC, the FERC, any state utilities commission or any other federal or state securities Laws regulatory agency or commission and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or that either party may withhold any of its Subsidiaries to provide such access document or information that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as (provided that the Company withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure) or subject to Parent, if requested and any attorney-client privilege (bprovided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) generally describe the type in a manner that does not result in a loss of information attorney-client privilege) or that cannot be disclosed provided by law due to Parent (its commercial sensitivity. If any material is withheld by such party pursuant to one or more of the provisos to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld to the extent that doing so would not prohibited by law or undermine the underlying document)protection of the relevant proviso and, if reasonably feasible, provide a redacted version of such requested material which version does not contain the otherwise sensitive information. No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty be subject to the non-disclosure agreement dated as of August 1, 2014, between Parent and the Company (the “Confidentiality Agreement”). Notwithstanding anything in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection shall not have any obligation to share with the Offer, the Merger Parent or its representatives any of the other Merger Transactions without the Company’s prior written consent (such consent confidential supervisory communications or information involving bank regulatory authorities not allowed to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingshared pursuant to applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Mergerby (Nextera Energy Inc), Agreement and Plan of Merger (Hawaiian Electric Co Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeTeleCorp agrees that, subject during the period commencing on the date hereof and ending on earlier to applicable logistical restrictions occur of the termination of this Agreement in accordance with Article VIII or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsClosing Date (in either case, the Company shall"Interim ------------ ------- Period"), (i) it will give or cause to be given to Tritel and shall cause each of its Subsidiaries tocounsel, afford to Parent------ financial advisors, Merger Sub auditors and their respective other authorized representatives reasonable access (collectively, "Representatives") such access, during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIand upon reasonable --------------- advance notice, to all their respective the plants, properties, assets, books, contracts, commitments, personnel books and records and, during such period, the Company shall, of TeleCorp and shall cause each of its Subsidiaries toas Tritel may from time to time reasonably request; provided, furnish promptly -------- however, that TeleCorp shall have the right to Parent: (i) have a copy of each reportrepresentative present at ------- all such times, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all it will furnish or cause to be furnished to Tritel and its Representatives such financial and operating data and other information concerning as Tritel may from time to time reasonably request, and (iii) it will provide Tritel and its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide Representatives such access to Parentthe representatives, if requested officers and (b) generally describe the type employees of information TeleCorp and its Subsidiaries as Tritel may reasonably request; provided, that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All all requests for access pursuant information, to this Section 5.2 must visit plants or facilities or to interview employees shall be directed to the Chief Financial Officer of the Company TeleCorp or another person designated in writing by the Companysuch other Person as he shall designate. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notTritel agrees that it will, and shall will cause their respective representatives not its Representatives to, contact any partnercontinue to treat all information so obtained from TeleCorp as "Evaluation Material" under the Letter Agreement entered into ------------------- between TeleCorp and Tritel dated as of February 24, licensor, licensee, customer or supplier of 2000 ( the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed"Confidentiality --------------- Agreement"), and Parent will continue to honor its obligations thereunder and Merger Sub acknowledge and agree that that, if --------- requested by TeleCorp, it will cause any such contact shall be arranged by and with of its Representatives so requested to enter into a representative written agreement acknowledging the terms of the Company participatingConfidentiality Agreement and agreeing to be bound thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc), Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to Except if prohibited by any applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent and to Parent’s Representatives, Merger Sub and their respective representatives reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries) during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assetsbooks and records, books, contracts, commitments, Contracts and personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, furnish furnish, as promptly as reasonably practicable, to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) Parent all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, neither the Company nor any of the Company Subsidiaries shall be required to afford access or furnish information to the extent (and after notice to Parent) (a) such information is subject to the terms of a confidentiality agreement with a third party, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, any presentations or other materials prepared by or for the avoidance Company Board) where the Company Board discussed the Transactions or any similar transaction involving the sale of doubtthe Company to, this Section 5.2(aor combination of the Company with, any other Person, or (c) and Section 5.2(b)) shall require the Company determines in good faith that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company or any of the Company Subsidiaries, or violate applicable Law or result in significant antitrust risk for the Company or any of the Company Subsidiaries, as applicable; provided that the Company will use its Subsidiaries reasonable best efforts to provide obtain any required consents for the disclosure of such access or information to the extent that and take such other reasonable action (A) would reasonably be expected including entering into a joint defense agreement or similar arrangement to result in a waiver avoid loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates with respect to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access as is necessary to permit disclosure to Parent, if requested and (b) generally describe the type of . All information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation exchanged pursuant to this Section 5.2 6.01 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of confidentiality letter agreement dated December 22, 2014 between the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of (the Company participating“Confidentiality Agreement”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jazz Pharmaceuticals PLC), Agreement and Plan of Merger (Celator Pharmaceuticals Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger Transactionscontracts, the Company each Party shall, and shall cause each of its Subsidiaries to, afford to (i) furnish the Company or Parent, Merger Sub as applicable, with such financial and their respective representatives operating data and other information with respect to the business, properties, offices, books, contracts, records and personnel of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable, as the Company or Parent, as applicable, may from time to time reasonably request, and (ii) with respect to the Company and the Company Subsidiaries, facilitate reasonable access for Parent and its authorized Representatives during normal business hours hours, and upon reasonable advance notice, to all facilities and Company Properties, in the case of each of clauses (i) and (ii), for the purpose of transition and integration planning and reviewing the performance and operations of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable, during the period from Interim Period (and not for the purpose of any actual or potential adverse Action or dispute between the Parties or their Affiliates); provided, however, that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the representations or warranties made by the Company Parties or the Parent Parties, as applicable, hereto and all such access shall be coordinated through the Company or Parent, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.6 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement until or entered into after the earlier of the Effective Time or the valid termination date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Parent, as applicable, has used commercially reasonable efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (provided, however, that the Company or Parent, as applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law or legal duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (provided, however, that the Company or Parent, as applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not result in a loss of such attorney-client, attorney work product or other legal privilege) or (D) if it reasonably determines that such access is reasonably likely to materially disrupt, impair or interfere with its, or its Subsidiaries’, business or operations; provided, however, that the Parties will work in good faith to determine a means to provide access that will not materially disrupt, impair or interfere with such business or operations. Notwithstanding the foregoing, access pursuant to Article VII, this Section 7.6 shall not include the right to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, perform environmental testing or sampling of any kind (including any invasive environmental testing). Each of the Company shalland Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Company Merger Effective Time, each of the Company Parties and each of the Parent Parties shall not, and shall cause each of its Subsidiaries direct their respective Representatives and Affiliates not to, furnish promptly to Parent: contact or otherwise communicate (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, other than any public communications otherwise permitted by this Section 5.2(aAgreement) with parties with which such Party knows the other Party has a business relationship regarding the business of such other Party or this Agreement and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to transactions contemplated hereby without the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the prior written consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent Party (such consent not to be unreasonably withheld, conditioned conditioned, or delayed); provided, however, that, notwithstanding the foregoing or anything else in this Agreement or in the Confidentiality Agreement to the contrary, a Party and Parent its respective Representatives and Merger Sub acknowledge and agree that Affiliates may contact or otherwise communicate with such parties without any such contact shall be arranged by and with a representative consent of the Company participatingother Party in pursuing its own business activities (operating in the ordinary course).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthpeak Properties, Inc.), Agreement and Plan of Merger (Physicians Realty Trust)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date of this Agreement to the Effective Time or the earlier termination date of this Agreement, subject if any, pursuant to Section 8.1, to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger Transactionscontracts, the Company shallwill provide to Parent and its directors, officers, employees, consultants, advisors (including, without limitation, attorneys, accountants, consultants, investment bankers, and shall cause each of its Subsidiaries tofinancial advisors), afford to Parentagents and other representatives (collectively, Merger Sub and their respective representatives “Representatives”) reasonable access during normal business hours during to the period from Company’s and its subsidiaries’ properties, books, contracts and records (including Tax records and Tax Returns) and other information as Parent or its financing sources may reasonably request regarding the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective propertiesbusiness, assets, booksliabilities, contracts, commitments, personnel employees and records and, during such period, other aspects of the Company shalland its subsidiaries (but not including access to perform physical or environmental examinations or to test or take samples, and borings or other intrusive investigations of the soil, surface or ground water, air, buildings or infrastructure, or products); provided, however, that the Company shall cause each not be required to provide access to any information or documents which would, in the reasonable judgment of its Subsidiaries tothe Company, furnish promptly to Parent: (i) a copy of each reportbreach any agreement with any Third Party, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all constitute a waiver of the attorney-client or other information concerning its businessprivilege held by the Company, properties (iii) otherwise violate any applicable Laws or (iv) interfere unreasonably with the business and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers operations of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any its subsidiaries or could otherwise result in significant interference with the prompt and timely discharge by employees of the Company or its Subsidiaries subsidiaries of their duties (it being agreed that the Company shall give notice to provide Parent of the fact that it is withholding such access information or documents pursuant to clauses (i) through (iv) above and thereafter the Company and Parent shall reasonably cooperate to cause such information to the extent be provided in a manner that such action (A) would not reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine waive the applicable privilege or similar privilege, (B) specifically relates to protection or violate the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying documentrestriction). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steinway Musical Instruments Inc), Agreement and Plan of Merger (Steinway Musical Instruments Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering confidentiality agreements, from the Merger Transactionsdate hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries toand the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to afford to Parent, Merger Sub and their respective representatives following notice from Parent to the Company in accordance with this Section 7.03, reasonable access during normal business hours during to the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIofficers, to all their respective employees, agents, properties, assetsoffices, booksplants and other facilities, contracts, commitments, personnel books and records and, during such period, of the Company shalland each Subsidiary, and shall cause each of its Subsidiaries toall other financial, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws data and (ii) all information and any other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or neither Parent nor any of its Subsidiaries to provide such access representatives shall (i) contact or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or have any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection discussions with the Offer, the Merger or any of the other Merger Transactions without the Company’s or Subsidiaries’ employees, agents, or representatives, unless in each case Parent obtains the prior written consent (such consent of the Company, which shall not to be unreasonably withheld, conditioned or delayed), (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (iii) damage any property or any portion thereof, or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable, and Parent and Merger Sub acknowledge and agree is required to give the Company such written notice at least one (1) Business Day prior to the date that any tenant of a Company Property which Parent wishes to inspect is entitled to receive notice of any such contact inspection under the applicable Company Lease. The Company shall be arranged by and with a representative entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company participatingor its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement, provided that, if requested to do so by Parent, the Company shall use its commercially reasonable efforts to obtain a waiver from the counterparty.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Plan Excel Realty Trust Inc), Agreement and Plan of Merger (Centro Properties LTD)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement hereof until the earlier of the Effective Time or the valid earlier termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodin accordance with its terms, the Company shall, shall (and shall cause each of its Subsidiaries to) (a) provide Parent and their respective Representatives reasonable access at reasonable times, furnish promptly and upon reasonable notice to Parent: the Company, to the officers, employees, books and records, properties and Contracts of the Company and its Subsidiaries and (b) to the extent permitted by applicable Law, reasonably provide any financial and operating data, customer billing and other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Company and its Subsidiaries, and other information regarding the assets, properties or business of the Company and its Subsidiaries as Parent may from time to time reasonably request; provided, that (i) a copy such access or information requests do not unreasonably interfere with the operation of each reportthe Company’s and its Subsidiaries’ business and shall be subject to their respective reasonable security measures and insurance requirements, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all Parent and its Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company and its Subsidiaries (other information concerning than contact or other communications with such customers or suppliers by Parent in the ordinary course of business and not related to the transactions contemplated by this Agreement) unless, in each instance, approved in writing in advance by the Company, (iii) such access shall not require the Company or its business, properties Subsidiaries to allow any environmental testing or sampling and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing iv) nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to furnish to Parent or its Representatives, or provide such Parent or its Representatives with access or to, information to the extent that such action legal counsel for the Company (or the Special Committee) reasonably determines that doing so would (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegeviolate Antitrust Laws, (B) specifically relates to result in the evaluation, deliberation loss of an attorney-client or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other legal privilege or (C) would reasonably be expected to violate the terms of any applicable Law or any confidentiality obligation owing to a third party so long as Contract. In the event that the Company does not provide access or information in reliance on the preceding subclause (iv), it shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such the applicable third party that is required in order to provide such disclose the applicable information and otherwise provide such access to Parent, if requested and (b) generally describe communicate the type of applicable information that cannot be disclosed to Parent (in a way that would not violate the applicable Antitrust Law or obligation or waive such a privilege. Parent acknowledges that the information and access provided pursuant to this Section 5.03 shall be subject to the extent not prohibited terms and conditions of the Confidentiality and Non-Disclosure Agreement dated as of July 13, 2015 by law or the underlying documentCompany and Parent (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall survive any termination of this Agreement. No investigation pursuant to this Section 5.2 shall affect 5.03 or information provided or received by any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access Party pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or Agreement will affect any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned representations or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative warranties of the Company participatingParties contained in this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Access to Information; Confidentiality. (a) Upon Subject to Section 9.14, upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws, each of COVID-19 or any COVID-19 Measures Allegiance and solely CBTX, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives reasonable access of the other party, access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of Allegiance and CBTX shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that Allegiance or CBTX, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither Allegiance nor CBTX nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of Allegiance’s or CBTX’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allegiance Bancshares, Inc.), Agreement and Plan of Merger (CBTX, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Company, on the one hand, and the Parent Parties, on the other hand, shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Parent Entities and the other Company Entities, respectively, to, afford to Parent, Merger Sub the other parties and to their respective representatives Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, the Company and each of the Parent Parties shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Company Entities and the other Parent Entities, respectively, to, furnish reasonably promptly to Parent: the other parties (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other parties may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for neither the avoidance of doubt, Company nor the Parent Parties shall be required by this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (w) relating to the extent that such action (A) would reasonably be expected to result in a waiver consideration, negotiation and performance of attorney-client privilege, work product doctrine or similar privilegethis Agreement and related agreements, (Bx) specifically relates that is subject to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any a confidentiality obligation owing to agreement with a third party so long as entered into prior to the Company date of this Agreement (provided, however, that the withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) the disclosure of which would violate any Law or legal duty of the party or any of its representatives (provided, however, that the withholding party shall use its reasonable best efforts to Parentmake appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or statutory or fiduciary duty) or (z) that is subject to any attorney-client, if requested and attorney work product or other legal privilege (b) generally describe provided, however, that the type of information that cannot be disclosed withholding party shall use its reasonable best efforts to Parent (allow for such access or disclosure to the maximum extent that does not prohibited by law result in a loss of any such attorney-client, attorney work product or the underlying documentother legal privilege). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations Each of the parties hereto. All hereto will use its reasonable best efforts to minimize any disruption to the businesses of the other parties that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer Effective Time, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact or otherwise communicate with third parties with which the Company or any partner, licensor, licensee, customer or supplier Company Subsidiary has a business relationship (including tenants/subtenants) regarding the business of the Company in connection with and the Offer, Company Subsidiaries or this Agreement and the Merger or any of the other Merger Transactions transactions contemplated hereby without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating(provided that, for the avoidance of doubt, nothing in this Section 6.4(a) shall be deemed to restrict the Parent Parties and their respective Representatives and Affiliates from contacting such parties in pursuing the business of Parent (operating in the ordinary course)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Real Estate Investments, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier REIT Merger Effective Time, each of the Effective Time or Parties shall, and shall cause each of their respective subsidiaries to, afford to the valid termination of this Agreement pursuant other Parties and to Article VII, their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitmentsContracts, personnel and records and, during such period, each of the Company Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: the other Parties (i) any information concerning such Party or its respective subsidiaries (including with respect to any pending or threatened Action) as the other Party may reasonably request and (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and (ii) all telephone conferences with the other information concerning its business, properties Parties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegeany Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic Stockholders Meeting and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, none of the Parties shall be required by this Section 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice or in accordance with this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives (provided, however, that withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Parties and any of their respective subsidiaries that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer of REIT Merger Effective Time, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or parties with which any of the other Merger Transactions Parties or any other of their respective subsidiaries has a business relationship regarding the business of the other Parties and their respective subsidiaries or this Agreement and the transactions contemplated by this Agreement without the Company’s prior written consent of such other Party (such consent not to be unreasonably withheldprovided, conditioned or delayed)that, and Parent and Merger Sub acknowledge and agree that any such contact for the avoidance of doubt, nothing in this Section 7.2(a) shall be arranged by and with a representative deemed to restrict the Parties from contacting such parties in pursuing the business of the Company participating.Parties operating in the ordinary course). 77
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moody National REIT II, Inc.), Agreement and Plan of Merger (Moody National REIT I, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result Each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its Subsidiaries their subsidiaries to, afford to Parentthe other party, Merger Sub and their respective to the other party’s officers, employees, accountants, counsel, financial advisors and other representatives, affiliates and sources and potential sources of financing (and representatives of each of the foregoing), reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time (as long as such access is not unreasonably disruptive to the business of such party or the valid termination of this Agreement pursuant to Article VII, its subsidiaries) to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request request; provided, however, that either party may withhold (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(ai) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access document or information that is subject to the extent terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to output, pricing or other matters that are highly sensitive if the exchange of such action documents (Aor portions thereof) or information, as determined by such party’s counsel, would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board raise antitrust concerns for such party (or any committee or subcommittee thereofof its affiliates) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (Ciii) such portions of documents or information that would reasonably be expected to violate jeopardize any applicable attorney-client privilege or contravene any Law or any confidentiality obligation owing to fiduciary duty (provided that each party shall in good faith seek and implement a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party alternative to provide such information and otherwise provide such the other party’s counsel with access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law such document or the underlying documentinformation). No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of confidentiality agreement dated September 29, 2005, between the Company or another person designated in writing by and RHJI (the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeAs permitted by law, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each upon reasonable notice to an Executive Officer (as defined in Section 8.2 hereof) of its Subsidiaries tothe Company or Parent, as the case may be, afford to Parentthe other party, Merger Sub and their respective to such party's authorized officers, employees, accountants, counsel, financial advisors and other representatives (collectively, "Representatives"), reasonable access during normal business hours hours, in a manner so as not to interfere with the normal operations of the Company or Parent and their respective Subsidiaries and subject to reasonable restrictions imposed by an Executive Officer of the Company or Parent, as the case may be, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective the properties, assets, books, contracts, commitments, personnel commitments and records andof the Company or Parent and their respective Subsidiaries, and during such period, the Company shall, and or Parent shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it or its Subsidiaries during such period pursuant to the requirements of applicable federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request request. Notwithstanding anything to the contrary in this Agreement, neither party nor any or its Subsidiaries shall be required to disclose any information to the other party or its authorized representatives if doing so would (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingi) violate any federal, for the avoidance of doubtstate, this Section 5.2(a) and Section 5.2(b)) shall require the Company local or foreign law, rule or regulation to which such party or any of its Subsidiaries is subject, (ii) violate the regulations or requirements of the NYSE, (iii) violate the terms of any confidentiality agreement or similar agreement or arrangement to provide which such access party or information to the extent any of its Subsidiaries is a party (provided that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially all reasonable efforts to obtain cause the consent counterparty thereto to waive such agreement) or (iv) directly or indirectly affect either party's competitive position in any of such third the markets in which either party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe operates or in respect of the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)activities in which either party is engaged. No investigation or information furnished pursuant to this Section 5.2 5.5 shall affect any representation representations or warranty in this Agreement of any party hereto warranties made by the parties herein or any condition the conditions to the obligations of the parties heretoto consummate the Merger. All requests for access pursuant Each party will, and will counsel its Representatives to, keep such information provided to this Section 5.2 must be directed to it by the Chief Financial Officer other party confidential in accordance with the terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contraryConfidentiality Agreement, dated February 18, 2000, between Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company (the "Confidentiality Agreement") the terms of which are incorporated herein by reference, as if such information were Confidential Information (as such term is defined in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedConfidentiality Agreement), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SFX Entertainment Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, From the date of this Agreement until the Effective Time and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Applicable Law and solely for purposes of furthering the Merger TransactionsConfidentiality Agreement, the Company shall, and shall cause each of its Subsidiaries to, afford (i) give to Parent, Merger Sub its counsel, financial advisors, auditors and their respective other authorized representatives reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIand with reasonable advance notice, to all their respective its offices, properties, assetsbooks and records, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information concerning with respect to the business and properties of the Company and its business, properties and personnel Subsidiaries as Parent or Merger Sub such Persons may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (biii) generally describe the type of information that cannot be disclosed instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent (to the extent not prohibited by law or the underlying document)in its investigation. No Any investigation pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. All information furnished pursuant to this Section shall be subject to the confidentiality agreement, dated as of July 6, 2006, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty in this Agreement made by the Company hereunder. Neither the Company nor any of its Subsidiaries shall be obligated to provide access to, or to disclose, any information to Parent if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company of any party hereto of its Subsidiaries or violate any condition to the obligations of the parties heretoApplicable Law. All requests for access information made pursuant to this Section 5.2 must 6.04 shall be directed to the Chief Financial Officer an executive officer of the Company or another person such Person as may be designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexecutive officers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ns Group Inc), Agreement and Plan of Merger (Ipsco Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Law, each of COVID-19 or any COVID-19 Measures Biovail and solely for purposes of furthering the Merger Transactions, the Company Valeant shall, and shall cause each of its respective Subsidiaries to, afford to Parentthe other party and to the Representatives of such other party reasonable access, Merger Sub and their respective representatives upon reasonable access during normal business hours advance notice, during the period from the date of this Agreement until to the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIISection 8.01, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company each of Biovail and Valeant shall, and shall cause each of its respective Subsidiaries to, furnish make available promptly to Parent: the other party (ia) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or that either party may withhold any of its Subsidiaries to provide such access document or information that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as (provided that the Company withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure) or subject to Parent, if requested and any attorney-client privilege (bprovided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) generally describe the type in a manner that does not result in a loss of information that cannot be disclosed to Parent (attorney-client privilege). If any material is withheld by such party pursuant to the extent not prohibited proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Without limiting the generality of the foregoing, each of Valeant and Biovail shall, within two Business Days of request by law or the underlying documentother party therefor, provide to such other party the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a holder of Valeant Common Stock would be entitled under Section 220 of the DGCL (assuming such holder met the requirements of such section). No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of confidentiality agreement dated September 28, 2009, as amended on February 18, 2010, between Biovail and Valeant Pharmaceuticals North America (the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BIOVAIL Corp), Agreement and Plan of Merger (Valeant Pharmaceuticals International)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeExcept as may be necessary to comply with any Applicable Laws (including Antitrust Laws and similar laws), subject to any applicable logistical restrictions privileges (including the attorney-client privilege), subject to the terms and conditions of the Confidentiality Agreement and this Section 5.03, subject to the provisions of Section 5.11 and subject to the terms and conditions of any confidentiality or limitations as similar agreements between either of the Members and a result of COVID-19 or any COVID-19 Measures third party, including customers, vendors and solely for purposes of furthering the Merger Transactionssubcontractors, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIClosing Date, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and each Member shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each reportduring normal business hours and upon reasonable prior notice, schedule, registration statement give the other Member and other document filed or received by it during such period pursuant its Representatives reasonable access to the requirements records of federal or state securities Laws such Member and its Subsidiaries relating to its ELV Business, (ii) all during normal business hours and upon reasonable prior notice, give the other information concerning Member and its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and Representatives reasonable access to any facilities the workpapers possession of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) which shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided transferred to the Company Board at Closing, (or any committee or subcommittee thereofiii) in connection therewith or (C) would reasonably be expected furnish to violate any applicable Law or any confidentiality obligation owing the other Member and its Representatives such financial and operating data and other information relating to a third party so long its ELV Business as the Company shall promptly notify Parent other Member may reasonably request, (iv) instruct its employees and Representatives to provide reasonable cooperation to the other Member in the other Member’s investigation of any such confidentiality obligations or access restrictions its ELV Business and (v) use commercially reasonable commercial efforts to obtain the consent or waiver of any third parties with whom such Member has entered into a confidentiality or similar arrangement in connection with such Member’s ELV Business to the disclosure of contracts or other information with respect to the Member’s relationship with such third parties. Without limiting the generality of the foregoing, and subject to the limitations set forth in the first sentence of this Section 5.03(a), from the date of this Agreement until the Closing Date, each Member shall use reasonable commercial efforts to enable the other Member and its Representatives to conduct, at such other Member’s expense, business and financial reviews, investigations and studies as to the operation of such third party Member’s ELV Business, including with respect to provide such information and otherwise provide such access to Parentany tax, if requested and (b) generally describe the type of information operating or other efficiencies that cannot may be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by achieved through the Company. Notwithstanding anything herein to the contraryforegoing, Parent and Merger Sub shall not, and shall cause neither Member nor any of their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any Representatives shall have access to personnel records of the other Merger Transactions without Member relating to individual performance or evaluation records, medical histories or records or other information that in such other Member’s good faith opinion is sensitive or the Company’s prior written consent (disclosure of which could subject such consent not Member or its Subsidiaries to be unreasonably withheld, conditioned or delayed), risk of liability. Each Member shall make available to the Company personnel files of its respective Business Employees only after the Closing Date and Parent only if and Merger Sub acknowledge and agree when the respective Member provides the Company with notice that any such contact shall be arranged by and the applicable Business Employee has provided the Member with a representative written release permitting transfer of those files; provided, however, that the Company shall hold the respective Member harmless from any and all Damages arising out of or relating to the transfer of the Company participatingpersonnel files.
Appears in 2 contracts
Samples: Joint Venture Master Agreement (Boeing Co), Joint Venture Master Agreement (Lockheed Martin Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result Laws relating to the exchange of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsinformation, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parentthe Acquirer and its Representatives reasonable access, Merger Sub and their respective representatives reasonable access during normal business hours during the period from prior to the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIClosing, to all their respective the properties, assets, books, contracts, commitments, personnel and records of the Company and the Company Subsidiaries (including Tax Returns and work papers of the Company’s accountants), and to its Representatives, in each case to the extent within the control of the Company and in a manner not unreasonably disruptive to the operation of the business of the Company and the Company Subsidiaries, and, during such period, the Company shall, and shall cause each of its the Company Subsidiaries to, furnish promptly make available to Parent: Acquirer (i) a copy of each material report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of the federal securities laws or state securities other applicable Laws (other than reports or documents which the Company is not permitted to disclose under applicable Law) and (ii) all other material information concerning its business, properties and personnel as Parent or Merger Sub Acquirer may reasonably request in writing. Neither the Company nor any of the Company Subsidiaries shall be required to provide access to or to disclose information, documents or other materials if (including Tax Returns filed and those i) such access or disclosure would jeopardize the attorney-client privilege of the person in preparation and the workpapers possession or control of its auditors). Nothing herein (includingsuch information, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any Company Subsidiary or contravene any Law applicable to the person in possession or control of its Subsidiaries to provide such information, the Company or any Company Subsidiary or (ii) such access or information to disclosure would violate the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long that is in effect as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the date of this Agreement. The parties hereto. All requests for access pursuant to this Section 5.2 must be directed to hereto will make appropriate substitute disclosure arrangements under circumstances in which the Chief Financial Officer restrictions of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.
Appears in 2 contracts
Samples: Credit Agreement (Santander Holdings USA, Inc.), Investment Agreement (Santander Holdings USA, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering During the Merger TransactionsPre-Closing Period, the Company shallshall afford, and shall cause each the officers, directors and employees of the Company and its Subsidiaries toto afford, afford to Parentthe officers, employees and agents of Parent and Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIhours, to all their respective the officers, employees, properties, assetsfacilities, books, contractsrecords, commitmentscorrespondence (in each case, personnel whether in physical or electronic form), contracts and records and, during such period, other assets of the Company shalland its Subsidiaries as Parent shall reasonably request as long as such access does not interfere with the conduct of the Company’s business, and shall cause each of its Subsidiaries to, promptly furnish promptly to Parent: Parent and Merger Sub (i) a copy of each report, schedule, registration statement schedule and other document filed or received submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication received by the Company from the SEC concerning compliance with securities laws with respect to matters unrelated to the Transactions; and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those personnel, in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action each case (A) as Parent through its officers, employees or agents may reasonably request; (B) that are in the possession, custody or control of the Company; and (C) the disclosure of which would reasonably be expected not (x) violate any Law or Judgment or any confidentiality obligation of the Company if, in the case of confidentiality obligations to third parties, the Company shall have used commercially reasonable efforts to obtain the consent of such party or (y) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. Parent, (B) specifically relates to the evaluationMerger Sub and their respective officers, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic employees and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of agents will hold any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty is non-public in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated confidence in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection accordance with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Datalink Corp), Agreement and Plan of Merger (Insight Enterprises Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to contractual and legal restrictions applicable logistical restrictions to Parent or limitations as a result of COVID-19 the Company or any COVID-19 Measures and solely for purposes of furthering their respective subsidiaries with respect to the Merger Transactionsexchange of information, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective subsidiaries to, afford to Parentthe other party and to the Representatives of such other party, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records (including the work papers of independent accountants, if available, and subject to the consent of such independent accountants), including for purposes of Parent and its Representatives, to conduct audits from time to time of the Company’s and the Company Subsidiaries’ practices and procedures pursuant to Medicare, Medicaid and any other federal health care program (as such term is defined in 42 U.S.C. §1320a-7b(f)) activities, and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide that such access or information to does not unreasonably disrupt the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes normal operations of the Company Board (or any committee or subcommittee thereof) related to and the Merger Transactions, the strategic and financial alternatives process leading theretoCompany Subsidiaries, or any information or materials provided to Parent and the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long Parent Subsidiaries, as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)applicable. No investigation pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. This Section 6.02 shall not require the Company or any Company Subsidiary, or Parent or any Parent Subsidiary, to permit any access, or to disclose any information, that in the reasonable judgment of such party, would reasonably be expected to result in (i) the disclosure of any trade secrets of Third Parties or a violation of any of its obligations with respect to confidentiality if such party shall have used its reasonable best efforts to obtain the consent of such Third Party to such inspection or disclosure, (ii) the loss of attorney-client privilege with respect to such information (iii) in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive, a Governmental Entity alleging that providing such information violates any Regulatory Law or (iv) a violation of applicable privacy Laws. If any material is withheld by such party pursuant to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. All requests for access information exchanged pursuant to this Section 5.2 must 6.02 shall be directed subject to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SXC Health Solutions Corp.), Agreement and Plan of Merger (Catalyst Health Solutions, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws (including the Pandemic Measures), each of COVID-19 or any COVID-19 Measures NYCB and solely Flagstar, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives of the other party, reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or and upon prior written notice from the valid termination of this Agreement pursuant to Article VIIaccessing party, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of NYCB and Flagstar shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that NYCB or Flagstar, as the case may be, is not permitted to disclose in accordance with Section 9.15 or otherwise under applicable law or regulation), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and request. Neither NYCB nor Flagstar nor any of their respective Subsidiaries shall be required to provide access to or to disclose information, or otherwise comply with the workpapers foregoing provisions of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide 6.2, where such access or disclosure would violate or prejudice the rights of NYCB’s or Flagstar’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement or to the extent that such action (A) would NYCB or Flagstar, as the case may be, reasonably be expected to result determines, in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes light of the Company Board (Pandemic or any committee or subcommittee thereof) related to the Merger TransactionsPandemic Measures, that such access would jeopardize the strategic health and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent safety of any such confidentiality obligations or access of its employees. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New York Community Bancorp Inc), Agreement and Plan of Merger (Flagstar Bancorp Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result Each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Cirracor shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub the other party and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or of the valid termination of this Agreement pursuant Merger to Article VII, to all their respective its properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company and Cirracor shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: the other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Company and Cirracor set forth herein and compliance by the Company and Cirracor of their obligations hereunder, during the period prior to the Effective Time of the Merger, Cirracor shall provide the Company and its representatives, and the Company shall provide Cirracor and its representatives, with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable such party to confirm the accuracy of the representations and warranties of the other party set forth herein and compliance by the Company and Cirracor with its obligations hereunder, and, during such period, Cirracor shall, and shall cause the Cirracor Subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Cirracor will hold, and Parent will cause its respective directors, officers, employees, accountants, counsel, financial advisors and Merger Sub acknowledge other representatives and agree that affiliates to hold, any such contact shall be arranged by and with a representative of the Company participatingnonpublic information in confidence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panda Ethanol, Inc.), Agreement and Plan of Merger (Cirracor Inc)
Access to Information; Confidentiality. (a) Upon From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable advance prior written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries Subsidiaries, officers, directors and Representatives to, afford to Parent, Merger Sub and their respective representatives Parent reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIhours, consistent with applicable Law, to all their respective its officers, key management employees, properties, assetsoffices, booksother facilities and books and records, contractsand shall furnish Parent with all financial, commitmentsoperating and other data and information as Parent shall reasonably request in writing (it being agreed, personnel and records however, that the foregoing shall not permit Parent or its officers, employees or Representatives to conduct any environmental testing or sampling or other invasive testing) and, during such period, each of Parent and the Company shall, and the Company shall cause each of its Significant Subsidiaries to, furnish promptly make available to Parent: (i) the other party, to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of applicable United States federal or and state securities Laws Laws, and (ii) all other information concerning its businessCayman, properties PRC, and personnel Hong Kong securities Laws. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as Parent not to interfere unreasonably with the business or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers operations of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or information to the extent that such action disclosure would (Ai) would reasonably be expected to result in breach any agreement with any third party, (ii) constitute a waiver of or jeopardize the attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to other privilege held by the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretoCompany, or any information or materials provided to the Company Board (or any committee or subcommittee thereofiii) in connection therewith or (C) would reasonably be expected to otherwise violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier of the Effective Time or and the valid termination of date, if any, on which this Agreement pursuant to Article VIIis terminated in accordance with Section 7.1, to all their respective propertiesupon reasonable notice, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, each party shall (and shall cause each of its Subsidiaries to) afford reasonable access to the other party’s Representatives, during normal business hours, to the personnel, advisors, properties, books and records of such party and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) Representatives all other information concerning its the business, properties and personnel of such party and its Subsidiaries, and to provide copies thereof, as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing be requested; provided, however, that nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company a party or any of its Subsidiaries to provide such access or disclose any information to the extent that other party if such action disclosure would, in the reasonable judgment of the disclosing party, (Ai) would reasonably be expected violate applicable Law or the provisions of any agreement to result in which such party or any of its Subsidiaries is a waiver of party or (ii) jeopardize any attorney-client or other legal privilege; provided, work product doctrine further, that in each such case, the disclosing party shall cooperate with the other party to enable it and its Representatives to enter into appropriate confidentiality, joint defense or similar privilege, (B) specifically relates to the evaluation, deliberation documents or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic arrangements so that it and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such its Representatives may have access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)such information. No investigation or access permitted pursuant to this Section 5.2 5.5 shall affect or be deemed to modify any representation representation, warranty, covenant or warranty in this Agreement of agreement made by any party hereto or any condition to the obligations of the parties heretohereunder. All requests for access information furnished by a party, its Subsidiaries and its officers, employees and other Representatives pursuant to this Section 5.2 must 5.5 shall be directed to the Chief Financial Officer of the Company or another person designated kept confidential in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection accordance with the Offer, the Merger or Confidentiality Agreement. No party hereto shall be deemed to violate any of its obligations under the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheldConfidentiality Agreement as a result of performing any of its obligations under this Agreement, conditioned or delayedincluding actions required by Section 5.4(d), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws (including the Pandemic Measures), each of COVID-19 or any COVID-19 Measures Old National and solely First Midwest, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives reasonable access of the other party, access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, the Company each of Old National and First Midwest shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that Old National or First Midwest, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or neither Old National nor First Midwest nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of Old National’s or First Midwest’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (First Midwest Bancorp Inc)
Access to Information; Confidentiality. (aSubject to the Confidentiality Agreement and subject to Applicable Law, and in furtherance of Sections 2.3(a) Upon and 2.3(c) hereof, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures Orion and solely for purposes of furthering the Merger Transactions, the Company Diamond shall, and shall cause each of its Subsidiaries respective subsidiaries to, afford to Parentthe other party and to the officers, Merger Sub employees and their respective representatives Representatives of such other party, reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective properties, assets, books, contracts, commitments, personnel and records and(provided that such access shall not unreasonably interfere with the business or operations of such party), and during such period, the Company each of Orion and Diamond shall, and shall cause each of its Subsidiaries respective subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and the other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) party all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request; provided, however, that the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, foregoing shall not require Orion or Diamond to disclose any information pursuant to this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information 6.2 to the extent that (i) in the reasonable good faith judgment of such action party, any Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such information, (Aii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would reasonably be expected to result in a waiver the loss of attorney-client privilege; provided, work product doctrine further, that with respect to clauses (i) through (iii) of this Section 6.2, Orion or similar privilegeDiamond, (B) specifically relates to the evaluationas applicable, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to (1) obtain the required consent of such any third party necessary to provide such disclosure, (2) develop an alternative to providing such information and otherwise provide so as to address such access matters that is reasonably acceptable to Parent, if requested Orion or Diamond and (b3) generally describe in the type case of clauses (i) through (iii), utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information that cannot be disclosed to Parent (to the extent not prohibited by law without violating Applicable Law or the underlying document)jeopardizing such privilege. No investigation review pursuant to this Section 5.2 6.2 shall affect any representation or warranty in this Agreement of any given by the other party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent Orion and Merger Sub Diamond shall nothold, and shall cause their its respective representatives not toaffiliates, contact officers, employees and Representatives to hold, any partner, licensor, licensee, customer or supplier nonpublic information in accordance with the terms of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Dow Chemical Co /De/)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Law, from the date of COVID-19 or any COVID-19 Measures this Agreement to the Effective Time, each of Parent and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford : (a) provide to Parent, Merger Sub the other party and their respective representatives Representatives reasonable access during normal business hours during in such a manner as not to unduly interfere with the period operation of any business conducted by such party or any or its Subsidiaries, upon prior written notice to such party, to the officers, employees, properties, offices and other facilities of such party and its Subsidiaries and to the books and records thereof; and (b) furnish promptly such information concerning the business, properties, Contracts, assets and liabilities of such party and its Subsidiaries as Parent or the Company, as applicable, or their respective Representatives may reasonably request; provided, however, that neither Parent nor the Company shall be required to (or to cause any their respective Subsidiaries to) afford such access or furnish such information to the extent that the Company or Parent, as applicable, believes in good faith that doing so would: (i) result in the loss of attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine (provided that the applicable party shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of such privilege or doctrine); (ii) violate any confidentiality obligations of such party or any of its Subsidiaries to any third person or otherwise breach, contravene or violate any then effective Contract to which such party or any of its Subsidiaries is party; (iii) result in a competitor of such party or any of its Subsidiaries receiving information that is competitively sensitive; (iv) require such party or its Subsidiaries to provide any personnel file, medical file or related records of any Company Employee or employee of Parent, or (v) breach, contravene or violate any applicable Law (including any Antitrust Law) or Order. During any visit by the Company or Parent to the business or property sites of the other party or any of its respective Subsidiaries, the Company or Parent, as applicable, shall, and shall cause their respective Representatives accessing such properties to, comply with all applicable Laws and all of the other party’s and its respective Subsidiaries’, as applicable, safety and security procedures, including those related to a Contagion Event. Notwithstanding anything to the contrary contained in this Section 5.08, from the date of this Agreement until to the earlier Effective Time, none of Parent, the Company or any of their respective Affiliates shall conduct, without the prior written consent of the Effective Time other party, any environmental investigation at any real property owned or the valid termination leased by such other party or any of this Agreement pursuant to Article VIIits Affiliates, to all their respective propertiesand in no event may any environmental investigation include any sampling or other intrusive investigation of air, assetssurface water, booksgroundwater, contracts, commitments, personnel soil or anything else at or in connection with any of such real property. Each of Parent and records and, during such period, the Company shall, and shall cause each of its their respective Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for with respect to Parent, Merger Sub) and its and their respective Representatives to, hold all information provided or furnished by the avoidance of doubt, other party pursuant to this Section 5.2(a) and 5.08 confidential in accordance with the terms of the Confidentiality Agreement; provided that, notwithstanding anything to the contrary contained in this Section 5.2(b)) shall require 5.08 or the Confidentiality Agreement, the Company shall be permitted to disclose any information furnished to it or any of its Subsidiaries Representatives pursuant to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and clause (b) generally describe the type of information that cannot be disclosed to Parent (this Section 5.08 to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingExisting Shareholder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirius International Insurance Group, Ltd.), Agreement and Plan of Merger (Third Point Reinsurance Ltd.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result Each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its Subsidiaries their subsidiaries to, afford to Parentthe other party, Merger Sub and their respective to the other party's officers, employees, accountants, counsel, financial advisors and other representatives, affiliates and sources and potential sources of financing (and representatives of each of the foregoing), reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time (as long as such access is not unreasonably disruptive to the business of such party or the valid termination of this Agreement pursuant to Article VII, its subsidiaries) to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request request; provided, however, that either party may withhold (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(ai) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access document or information that is subject to the extent terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to output, pricing or other matters that are highly sensitive if the exchange of such action documents (Aor portions thereof) or information, as determined by such party's counsel, would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board raise antitrust concerns for such party (or any committee or subcommittee thereofof its affiliates) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (Ciii) such portions of documents or information that would reasonably be expected to violate jeopardize any applicable attorney-client privilege or contravene any Law or any confidentiality obligation owing to fiduciary duty (provided that each party shall in good faith seek and implement a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party alternative to provide such information and otherwise provide such the other party's counsel with access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law such document or the underlying documentinformation). No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of confidentiality agreement dated September 29, 2005, between the Company or another person designated in writing by and RHJI (the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), Amended And (Credit Suisse/)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeTo the extent permitted by applicable Law and contracts, and subject to applicable logistical the reasonable restrictions or limitations as a result imposed from time to time upon advice of COVID-19 or any COVID-19 Measures counsel, each of Xxxx and solely for purposes of furthering the Merger Transactions, the Company Spirit shall, and shall cause each of its the Xxxx Subsidiaries toand Xxxx’x Affiliates, and the Spirit Subsidiaries, respectively, as the case may be, to afford to Parent, Merger Sub the other Party and their respective representatives to the Representatives of such other Party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records (to the extent related to the Xxxx Parties and the Spirit Parties, respectively, as the case may be) and, during such period, the Company each of Xxxx and Spirit shall, and shall cause each of its the Xxxx Subsidiaries and the Spirit Subsidiaries, respectively, to, furnish reasonably promptly to Parent: the other Party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other Party may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, neither Xxxx nor Spirit shall be required by this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if Xxxx or Spirit, as applicable, has used reasonable best efforts to obtain permission or consent of such Third Party to such disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding party shall use its reasonable best efforts to allow for such access or information disclosure to the maximum extent that such action (A) would reasonably be expected to does not result in a waiver loss of any such attorney-client privilegeclient, attorney work product doctrine or similar other legal privilege, (B) specifically relates ). Each of Xxxx and Spirit will use its reasonable best efforts to minimize any disruption to the evaluation, deliberation or minutes businesses of the Company Board (or any committee or subcommittee thereof) related to other Party that may result from the Merger Transactionsrequests for access, the strategic data and financial alternatives process leading thereto, or any information or materials provided hereunder. Prior to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to ParentMerger Effective Time, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations each of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Xxxx Parties and each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Spirit Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger parties with which Xxxx or any Xxxx Subsidiary or Spirit or any Spirit Subsidiary, as the case may be has a business relationship (including tenants/subtenants) regarding the business of Xxxx and the other Merger Transactions Xxxx Subsidiaries or the business of Spirit or any Spirit Subsidiary, as the case may be, or this Agreement and the transactions contemplated hereby without the Company’s prior written consent (such consent not to be unreasonably withheldof Xxxx or Spirit, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of as the Company participatingcase may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Credit Property Trust II Inc), Agreement and Plan of Merger (Spirit Realty Capital, Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Law, each of COVID-19 or any COVID-19 Measures Cedar and solely for purposes of furthering the Merger Transactions, the Company Pine shall, and shall cause each of its respective Subsidiaries to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company each of Cedar and Pine shall, and shall cause each of its respective Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or that either party may withhold any of its Subsidiaries to provide such access document or information that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as (provided that the Company withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure) or subject to Parent, if requested and any attorney-client privilege (bprovided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) generally describe the type in a manner that does not result in a loss of information that cannot be disclosed to Parent (attorney-client privilege). If any material is withheld by such party pursuant to the extent not prohibited proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Without limiting the generality of the foregoing, each of Pine and Cedar shall, within two Business Days of request by law the other party therefor, provide to such other party the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a holder of Pine Common Stock or Cedar Common Stock, as applicable, would be entitled under Section 220 of the underlying documentDGCL (assuming such holder met the requirements of such section). No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of confidentiality agreement dated August 12, 2008 between Cedar and Pine (the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centurytel Inc), Agreement and Plan of Merger (Embarq CORP)
Access to Information; Confidentiality. (a) Upon reasonable advance written prior notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, JPI and New JPI shall afford to Parentthe officers, Merger Sub directors, employees, accountants, counsel, financial advisors, consultants, financing sources and their respective other advisors or representatives (collectively, "Representatives") of CME reasonable access during normal business hours and without undue disruption of normal business activity during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective of JPI's and New JPI's properties, assets, books, records, contracts, commitments, commitments and personnel and records and, during such period, the Company shallshall furnish, and shall cause each of its Subsidiaries toto be furnished, furnish as promptly as reasonably practicable to Parent: CME (i) a copy of each material report, schedule, registration statement schedule and other document filed filed, furnished, published, announced or received by it during such period pursuant to the requirements of federal or state securities Laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its business, properties and personnel with respect to JPI or New JPI as Parent or Merger Sub CME may reasonably request (including Tax Returns filed request; provided that JPI and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) New JPI shall require the Company or any of its Subsidiaries not be obligated to provide such access or information to the extent that such action (A) any competitively sensitive information that would result in the disclosure of any trade secrets of third parties, (B) any information that would reasonably be expected to result in a waiver the loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) any information that would reasonably be expected result in a breach of an agreement to which JPI or New JPI is a party, (D) any information that, in the reasonable judgment of JPI or New JPI, would violate any applicable Law or (E) any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed is reasonably pertinent to Parent (to any litigation in which JPI or New JPI, on the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notone hand, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger CME or any of its Affiliates, on the other Merger Transactions without hand, are adverse parties; provided, however, that in the Company’s prior written consent case of clause (such consent not to be unreasonably withheld, conditioned or delayedA), and Parent and Merger Sub acknowledge and agree (B) or (C) above, JPI or New JPI, as applicable, shall attempt in good faith to make reasonable substitute arrangements as may be reasonably necessary to produce the relevant information in a manner that any would not reasonably be expected to harm JPI's or New JPI's competitive positions, to jeopardize the attorney-client privilege or to result in such contact shall be arranged by and with a representative of the Company participatingbreach, as applicable.
Appears in 2 contracts
Samples: Ii Agreement and Plan of Merger (Jersey Partners Inc.), Ii Agreement and Plan of Merger (Jersey Partners Inc.)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to To the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub to Parent’s officers and other Representatives, and to any underwriters and their respective representatives Representatives, reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assetsits and its Subsidiaries’ properties (other than access to perform any onsite procedure with respect to such property), books, contractsContracts, commitments, personnel and records as Parent may from time to time reasonably request, and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish provide promptly to Parent: (i) Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws; provided, however, that the Company shall not be required to provide access to or provide any information or documents which would, in the reasonable and good faith judgment of the Company, (i) unreasonably disrupt or interfere with the operations of the Company or any of its Subsidiaries; (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers breach any agreement of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries with any third-party, (iii) constitute a waiver of the attorney-client or other privilege or trade secret protection held by the Company or any of its Subsidiaries, (iv) otherwise violate any applicable Laws or (v) that would result in a competitor of the Company or any of its Subsidiaries receiving information that is competitively sensitive; provided, further, that the Company shall promptly notify Parent in writing of any such determination pursuant to the immediately preceding proviso and discuss in good faith the basis of such determination; provided, further, that the Company shall consider in good faith (and shall provide such access or the information requested to the extent pursuant to) any reasonably effective protective measures proposed by Parent (such as a joint defense agreement) to address such concerns. Notwithstanding the foregoing, no person directly responsible for the marketing, pricing or sales of (1) any product, service or technology offered for sale, license or distribution by the Company that is primarily used for the same purpose as any product, service or technology offered for sale, license or distribution by Parent or Merger Sub, or (2) any product, service or technology offered for sale, license or distribution by Parent or Merger Sub that is primarily used for the same purpose as any product, service or technology offered for sale, license or distribution by the Company, shall have access to any information concerning the current or future prices for, information or projections relating to future prices of, or contract offers related to such action (A) would reasonably be expected products. If any of the information or material provided pursuant to result in a waiver of this Section 6.02 includes materials or information subject to the attorney-client privilege, work product doctrine or similar privilegeany other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, (B) specifically relates each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the evaluationdesire, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic intention and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations mutual understanding of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to that the Chief Financial Officer sharing of the Company such material or another person designated in writing by the Company. Notwithstanding anything herein to the contraryinformation is not intended to, Parent and Merger Sub shall not, and shall cause their respective representatives not towaive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, contact any partner, licensor, licensee, customer work product doctrine or supplier of other applicable privilege. All such information provided by the Company in connection with that is entitled to protection under the Offerattorney-client privilege, the Merger work product doctrine or any of the other Merger Transactions without the Company’s prior written consent (applicable privilege shall remain entitled to such consent not to be unreasonably withheldprotection under these privileges, conditioned or delayed)this Agreement, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of under the Company participatingjoint defense doctrine.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uap Holding Corp), Agreement and Plan of Merger (Agrium Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement hereof until the earlier of the Effective Time or Closing Date and the valid termination of this Agreement pursuant to Article VIIAgreement, the Seller shall grant Purchaser and its representatives (at Purchaser’s sole cost and expense) reasonable access, during normal business hours and upon reasonable notice (and in the event of any facility visit request, at least 48 hours prior notice), to all their respective propertiesthe personnel, assetsfacilities, books, contracts, commitments, personnel book and records andof the Seller Group related to the Business or the Transferred Assets, during such periodthat are in the possession or under the control of the Seller Group; provided, the Company shallhowever, and shall cause each of its Subsidiaries to, furnish promptly to Parent: that (i) a copy of each reportall requests for access shall be directed to Xxx Xxxxxxx (email: xxx.xxxxxxx@xxxx.xxx) or such other person(s) as the Seller may designate in writing from time to time (the “Seller Access Contact”), schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its businesssuch activities do not unreasonably interfere with the ongoing business or operations of the Seller Group, properties and personnel as Parent (iii) the Seller shall have the right to have one or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers more of its auditors). Nothing herein (includingrepresentatives present at all times during any visits, for the avoidance of doubtexaminations, discussions or contacts contemplated by this Section 5.2(a6.2(a), (iv) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or related activities would not cause a violation of any agreement to which any member of the Seller Group is a party, (v) no Personal Information shall be disclosed or used other than in compliance with applicable privacy law and (vi) nothing herein shall require any member of the Seller Group or their representatives to furnish to Purchaser or provide Purchaser with access to information to the extent that such action (A) would reasonably be expected is subject to result in a waiver of an attorney-client privilege, work or an attorney work-product doctrine or similar privilege, (B) specifically relates legal counsel for the Seller Group reasonably concludes may give rise to the evaluation, deliberation antitrust or minutes of the Company Board (competition law issues or any committee violate a protective order or subcommittee thereof) related otherwise may not be disclosed pursuant to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith applicable Law or (C) would reasonably be expected cause significant competitive harm to violate any applicable Law or any confidentiality obligation owing the Seller Group if the Transactions are not consummated. Without limiting the generality of the foregoing, the Seller will make available to Purchaser true, correct and complete copies of each of the Assigned Contracts listed on Schedule 2.1(c), together with all amendments thereto. Seller will make the Business Software available to a third party so long as consultant engaged by Purchaser and reasonably acceptable to Seller (such vendor, the Company “Software Consultant”) for inspection and analysis upon reasonable notice, including providing the Software Consultant with reasonable access to inspect and examine the source code (and, via “over the shoulder” access via Seller’s personnel, access to the relevant source code repositories) for the Business Software and related documentation, including any Business Software specifications. Software Consultant’s access shall promptly notify Parent be provided solely during Seller’s regular business hours on Business Days and in a manner that does not unreasonably interfere with the operation of Seller’s businesses (including the Business). Seller shall not be required to make Business Software available to the Software Consultant if Software Consultant does not execute a non-disclosure agreement with Seller that is reasonably acceptable to Seller and that prohibits Software Consultant from disclosing any such confidentiality obligations source code of the Business Software to any third party including Purchaser or access restrictions and any of its Affiliates. To the extent that the Software Consultant identifies any material security weaknesses or vulnerabilities in the Business Software, Seller agrees to use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that materially remediate any such contact material defects promptly. Seller shall be arranged by and provide Purchaser with a representative of the Company participatingproposed plan for remediating any such material defects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ebix Inc), Asset Purchase Agreement (Ebix Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub Parent and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or of the valid termination of this Agreement pursuant Merger to Article VII, its and to all their respective Jiahui's properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries and Jiahui's officers, employees and representatives to, furnish promptly to Parent: Parent all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Parent and Merger Sub set forth herein and compliance by the Parent and Merger Sub of their respective obligations hereunder, during the period prior to the Effective Time of the Merger, Parent shall provide the Company and its representatives with reasonable access during normal business hours to its and Merger Sub's properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Parent and Merger Sub set forth herein and compliance by Parent and Merger Sub of their obligations hereunder, and, during such period, Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or any committee or subcommittee thereof) related to the Company, Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Sub, and Parent will hold, and Merger Sub acknowledge will cause its respective directors, officers, employees, accountants, counsel, financial advisors and agree that other representatives and affiliates to hold, any such contact shall be arranged by and with a representative of the Company participatingnonpublic information in confidence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bangla Property Management Inc), Agreement and Plan of Merger (Bangla Property Management Inc)
Access to Information; Confidentiality. (a) Upon reasonable advance written noticeExcept as prohibited by applicable Law, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures from and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from after the date of this Agreement until the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodin accordance with its terms, the Company shallwill, and shall will cause each of its Subsidiaries to, furnish promptly use commercially reasonable efforts, upon reasonable advance notice, and subject to Parent: applicable governmental restrictions and recommendations, to (i) give Parent and Merger Sub and their respective Representatives reasonable access during normal business hours (under the supervision of appropriate Company personnel and in a copy manner that does not unreasonably interfere with normal business operations of each reportthe Company) to relevant employees, scheduleRepresentatives, registration statement assets and other document filed or received by it during such period pursuant facilities and to relevant books, contracts and records of the requirements of federal or state securities Laws Company and its Subsidiaries, (ii) all permit Parent and Merger Sub to make such non-invasive inspections as they may reasonably request, (iii) furnish Parent and Merger Sub with such financial and operating data and other information concerning its with respect to the business, properties properties, and personnel of the Company as Parent or Merger Sub may from time to time reasonably request request, and (including Tax Returns filed and those in preparation and the workpapers iv) facilitate site visits by Parent or any of its auditors). Nothing herein (including, for the avoidance Representatives at any facility of doubt, this Section 5.2(a) and Section 5.2(b)) shall require a third-party contract manufacturer of the Company or any of its Subsidiaries to provide Subsidiaries; provided, that any such access or will be afforded and any such information to will be furnished at Parent’s expense; provided, further, that the extent that purpose of any such action access, in the case of clause (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretoi), or any information or materials provided to such request, in the Company Board case of clauses (or any committee or subcommittee thereofii), (iii) in connection therewith or (C) would reasonably iv), will be expected limited to violate any applicable Law or any confidentiality obligation owing to a third party so long as reasonable business purposes, including the Company shall promptly notify Parent planning of any such confidentiality obligations restructuring, the post-Closing operations or access restrictions the integration of the Company, its Subsidiaries, and use commercially reasonable efforts to obtain their respective businesses, on the consent of such third party to provide such information and otherwise provide such access to one hand, with Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notParent’s Subsidiaries, and shall cause their respective representatives not tobusinesses, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of on the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghand.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Starrett L S Co)
Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, shall (and shall cause each of its Subsidiaries to, ) afford to Parentthe officers, Merger Sub employees, accountants, financing sources, counsel and their respective representatives other Representatives of the Buyer Parties, reasonable access during at normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all of their respective properties, assets, books, contractsContracts, commitments, personnel work papers, financial information and records and, during such period, the records. The Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) Buyer all other information concerning its their business, properties and personnel and such other financial and operating data and other information as Parent or Merger Sub Buyer may reasonably request request, and shall make available to Buyer the appropriate individuals (including Tax Returns filed attorneys, accountants and those in preparation other professionals or Representatives) for discussion of the business, properties and personnel of the Company and the workpapers Subsidiaries of its auditorsthe Company as Buyer may reasonably request. The Company shall, with respect to fiscal months ending after the date of this Agreement, furnish to Buyer promptly, such financial information as is customarily provided to the Company’s management for each fiscal month then ended. Buyer shall use reasonable best efforts to schedule and coordinate with the Company (i) all inspections, onsite procedures or investigations (including any onsite environmental investigations or studies). Nothing herein ; (includingii) contacts or discussions with any employees, for the avoidance agents or Representatives of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any Subsidiary of the Company (other than senior officers of the Company); and (iii) contacts or discussions with any landlords/sublandlords, customers, suppliers or licensees or franchisees of the Company or any Subsidiary of the Company, and shall give the Company prior notice thereof, setting forth such inspection, contact or discussion that Buyer or its Subsidiaries Representatives intend to conduct. Except for inspections of information or other due diligence documents, the Company shall be entitled to have Representatives present at all times during any such inspection, contact or discussion. Notwithstanding the foregoing, neither the Company nor any Subsidiary of the Company shall be required to provide access to any information, property or personnel if (w) the Company believes in good faith that such access or information is prohibited by the terms of any Contract entered into prior to the extent that date hereof, (x) such action (A) would reasonably be expected to access would, in the Company’s good faith opinion after consultation with legal counsel, result in a waiver loss of the Company’s attorney-client privilegeclient, work product doctrine or similar privilegelegal privilege (it being understood that in the case of clause (w) and (x), the parties shall each use reasonable best efforts to cause the maximum amount of such information to be provided in a manner that does not result in such violation), (By) specifically relates any Applicable Law requires the Company to restrict or prohibit access to any such information, properties or personnel, or (z) such access would unreasonably disrupt the evaluation, deliberation or minutes businesses and operations of the Company Board (or any committee or subcommittee thereof) related Subsidiary of the Company. The relevant parties will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence applies. Notwithstanding anything to the Merger Transactionscontrary contained in this Agreement, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No no investigation pursuant to this Section 5.2 6.3 or otherwise shall affect any representation the representations, warranties, covenants or warranty in this Agreement of any party hereto agreements set forth herein or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed hereto or any remedies available to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingparties hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adesa Inc), Agreement and Plan of Merger (Adesa California, LLC)
