Common use of Acquisition of Photowatt by Another Person Clause in Contracts

Acquisition of Photowatt by Another Person. If Photowatt enters into an agreement with a third Person to directly or indirectly sell all or any portion of the Photowatt Business (other than in the ordinary course of business consistent with past practice), together with the Information related thereto, whether pursuant to a share or asset sale, merger or otherwise, ATS shall have the right to duplicate any Information held by Photowatt that relates to (a) the Photowatt Business as conducted through the Spin-Off Date (or the date of the disposition to such third Person if a Spin-Off has not occurred), (b) the transactions contemplated by this Agreement and the other Separation Agreements, and (c) the Financial Statements and any Information relating thereto included in financial statements of ATS. Photowatt shall, in connection with any such disposition (x) provide ATS not less than 20 days’ written notice prior to the consummation of such disposition, and (y) not disclose any Information of ATS or relating to the ATS Business to such third Person without the express written consent of ATS (which may be withheld in its absolute and sole discretion). In addition, ATS shall have the right, in its sole discretion, to require Photowatt to destroy or return to ATS all or any portion of such Information of or relating to the ATS Business prior to such disposition. If ATS enters into an agreement with a third Person to sell all or any portion of the ATS Business, ATS shall not in connection with any such disposition disclose any Information of Photowatt or relating to the Photowatt Business to such third Person without the express written consent of Photowatt (which may be withheld in its absolute and sole discretion).

Acquisition of Photowatt by Another Person. If Photowatt enters into an agreement with a third Person to directly or indirectly sell all or any portion of the Photowatt Business (other than in the ordinary course of business consistent with past practice), together with the Information related thereto, whether pursuant to a share or asset sale, merger or otherwise, ATS shall have the right to duplicate any Information held by Photowatt that relates to to (a) the Photowatt Business as conducted through the Spin-Off Date (or the date of the disposition to such third Person if a Spin-Off has not occurred), (b) the transactions contemplated by this Agreement and the other Separation Agreements, and (c) the Financial Statements and any Information relating thereto included in financial statements of ATS. Photowatt shall, in connection with any such disposition (x) provide ATS not less than 20 days’ written notice prior to the consummation of such disposition, and (y) not disclose any Information of ATS or relating to the ATS Business to such third Person without the express written consent of ATS (which may be withheld in its absolute and sole discretion). In addition, ATS shall have the right, in its sole discretion, to require Photowatt to destroy or return to ATS all or any portion of such Information of or relating to the ATS Business prior to such disposition. If ATS enters into an agreement with a third Person to sell all or any portion of the ATS Business, ATS shall not in connection with any such disposition disclose any Information of Photowatt or relating to the Photowatt Business to such third Person without the express written consent of Photowatt (which may be withheld in its absolute and sole discretion).