ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange. 7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party. 7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed: (a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or (b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement. 7.4 Nothing in this clause prevents disclosure of Confidential Information by any party: (a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party; (b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or (c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause. 7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group. 7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 6 contracts
Samples: Relationship Agreement (Verona Pharma PLC), Relationship Agreement (Verona Pharma PLC), Relationship Agreement (Verona Pharma PLC)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 13.1 The Vendor hereby unconditionally and irrevocably undertakes to provide all such information known to it or which on reasonable enquiry ought to be known to it and relating to the Group as may reasonably be required by the Purchaser for the purpose of complying with any requirement of (i) any applicable law or in the case Court order, or (ii) any governmental or regulatory authorities.
13.2 The company secretary of the CompanyIssuer may, permit any other Member if necessary, prepare an announcement relating to the Agreement and the Transaction in compliance with the securities laws of the Company’s Group or in United States and applicable NASDAQ listing rules. The parties further agree and acknowledge that such announcement may be required to file with the case SEC under cover of a ShareholderForm 6-K, permit any of its Associates to make) any announcement or and released through the NASDAQ press release concerning web page. In addition, the subject matter of this agreement, save as required under parties hereto agree that the AIM Rules and in accordance with Issuer shall be permitted to issue an announcement upon the AIM Nomad Rules or under the Listing Rules execution of the London Stock Exchange.
7.2 Save Transaction Documents prior to Completion. Except as required set out in connection with Admissionthis Clause 13.2, each party (other than the Issuer) hereby undertakes that no public announcement or communication which is material in relation to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Transaction shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or despatched by any Confidential Information being disclosed:
(a) with party to this Agreement between the date hereof and the Completion Date without the prior written approval consent of the other partiesIssuer and as to the content, timing and manner of making or despatch thereof, which in the case of any announcement consent shall not be unreasonably withheld or delayed; or
(b) withheld. In addition, the Vendor hereby agrees that all announcements and communication in relation to the extent required by law or by Transaction shall only be made through the London Stock Exchange or any other competent regulatory bodycompany secretary of the Issuer.
13.3 Subject to Clause 13.2, but a party required to disclose any Confidential Information or neither of the parties shall make, and the Vendor shall procure that the Group will not make any announcement shall promptly notify or release or disclose any information concerning this Agreement or the transactions herein referred to or disclose the identity of the other parties where practicable and lawful (save disclosure to do so, before disclosure occurs and co-operate with their respective professional advisers under a duty of confidentiality) without the prior written consent of the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementparty.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in 13.4 This Clause shall remain effective notwithstanding Completion or comes into the public domain (which includes the summary of the terms termination of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseAgreement.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 4 contracts
Samples: Sale and Purchase Agreement (China Technology Development Group Corp), Sale and Purchase Agreement (China Biotech Holdings LTD), Sale and Purchase Agreement (China Technology Development Group Corp)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 12.1 No party shall make (announcement concerning this Agreement or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Transaction Documents shall be treated as confidential made by it and its officers, employees, advisers, representatives and agents and shall not be disclosed one Party (whether prior to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(aafter the Closing Date) with without the written prior approval of the other parties, which in the case of any announcement Party (such approval shall not be unreasonably withheld or delayed; or
(b) to the extent except for such announcement as may be required by law applicable Laws or by the London Stock Exchange or any other competent regulatory bodyrules of a stock exchange binding on the relevant Party, but a party required in which event the disclosing Party shall use its best efforts to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable Party and lawful to do so, before disclosure occurs and co-operate with take into consideration the comments by such other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParty.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) 12.2 In addition to the extent foregoing, the Parties understand and acknowledge that this Agreement and other Transaction Documents, the oral or written information exchanged between or obtained by the Parties and their Affiliates as a result of the Transaction Documents, the information is in related to any dispute arising from or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admissionthe performance, interpretation, breach, termination or validity of the Transaction Documents are all Confidential Information. The Parties shall, and shall procure each of their representatives (including but not limited to any senior management staff, director, employee, shareholder, agent or Affiliate), keep confidential and not disclose to any third party (excluding any investor or potential investor, Affiliate and professional advisor of the Company or the Investor) the Confidential Information unless:
12.2.1 the Confidential Information is or becomes generally available to the public other than as a result of a breach of any undertaking disclosure by a Party or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors its representatives or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party source that is not knowingly used was bound by a confidentiality agreement;
12.2.2 the Confidential Information was available to the Party or disclosed its representatives on a non-confidential basis prior to others its disclosure by another Party hereto or its representatives; and
12.2.3 the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company Confidential Information is required to make pursuant be disclosed under applicable Law, including but not limited to the AIM Rules disclosure made in accordance with any listing rule or any securities regulatory authority, in which case the Party having a disclosure obligation shall, at the reasonable time before the disclosure, consult other Parties over such disclosure and shall, as a result per the requirements of any transaction or other relationship entered into between Parties, seek possible confidential treatments for the Company’s Group and any Member of the Shareholder’s GroupConfidential Information subject to disclosure.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 4 contracts
Samples: Share Subscription Agreement (Oneconnect Financial Technology Co., Ltd.), Share Subscription Agreement (Oneconnect Financial Technology Co., Ltd.), Share Subscription Agreement (Oneconnect Financial Technology Co., Ltd.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 28.1 Subject to clauses 28.3 and 28.4, each Party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any and shall procure that each member of its Associates to makerelevant group and each such person’s advisers and connected persons, shall):
(a) not make any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules transactions contemplated by this agreement or any ancillary matter; and
(b) keep confidential the provisions and in accordance with subject matter of, and the AIM Nomad Rules or under the Listing Rules of the London Stock Exchangenegotiations relating to, each Transaction Document.
7.2 Save as required in connection with Admission28.2 The provisions of clause 28.1 shall apply before, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it at and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third partyafter Completion.
7.3 28.3 Nothing in this clause 28.1 prevents any announcement being made or any Confidential Information confidential information being disclosed:
(a) where such announcement is in the Agreed Form or the confidential information disclosed comprises only information set out in an announcement in the Agreed Form; or
(b) with the written approval of the other partiesParties, which in the case of any announcement shall not be unreasonably withheld or delayed;
(c) if the disclosure is required to a Taxation Authority in connection with the Tax affairs of the disclosing Party, or of the Wind Group or the 3 Italia Group, as the case may be, in the reasonable opinion of the disclosing Party; or
(bd) to the extent required by law or by the London Stock Exchange law, any court of competent jurisdiction or any other competent regulatory bodybody (including a stock exchange) or supervisory body or authority of competent jurisdiction, but if a party person is so required to make any announcement or to disclose any Confidential Information or make any announcement confidential information, the relevant Party shall promptly notify the other parties Parties, where practicable and lawful to do so, before the announcement is made or disclosure occurs (as the case may be) and shall use its reasonable efforts to co-operate with the other parties Parties regarding the form, timing and content of such disclosure or announcement or other disclosure (as the case may be) or any action which the other parties Parties may reasonably elect to take to challenge the validity of such requirement.
7.4 28.4 Nothing in this clause 28.1 prevents disclosure of Confidential Information by any partyconfidential information being disclosed to the extent:
(a) required to enable any person to enforce its rights under any Transaction Document or for the extent purpose of any judicial proceedings;
(b) that the information is disclosed on a strictly confidential basis by a person to its professional advisers, auditors or bankers;
(c) that the information is disclosed by a Party on a strictly confidential and need-to-know basis to another member of its group;
(d) the information was lawfully in the possession of the disclosing Party or any of its advisers and connected persons (in either case as evidenced by written records) without any obligation of secrecy before it being received or held by that disclosing Party and its advisers and connected persons; or
(e) that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking through the disclosing Party’s acts or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseomissions).
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 3 contracts
Samples: Contribution and Framework Agreement, Contribution and Framework Agreement (VEON Ltd.), Contribution and Framework Agreement (VimpelCom Ltd.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No 13.1 The Purchaser undertakes to submit a draft Announcement to the Takeovers Executive and make an Announcement, in each case, as and when requested, directed or required by the SFC or otherwise as required under the Takeovers Code as determined in the good faith judgement of the applicable parties after consulting with their respective counsels.
13.2 Subject as indicated in clause 13.1 and unless required by Law or by any Regulatory Requirement, no party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules agreement or under the Listing Rules any of the London Stock Exchangematters dealt with this in this agreement without the other parties' prior written consent (which may include consent given by electronic mail or facsimile transmission).
7.2 Save as required in connection with Admission13.3 Subject to clause 13.4 and 13.5, each party undertakes to (the others Receiving Party) agrees with the other party that it shall use all reasonable endeavours to ensure that any information of a secret or will keep confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed disclose to any third party.
7.3 Nothing in this clause prevents party any announcement being made information (Confidential Information) which it holds or any Confidential Information being disclosedreceives relating to:
(a) with the written approval negotiation and contents of this agreement or the other parties, which in the case of any announcement shall not be unreasonably withheld or delayedRestrictive Covenant; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify business and affairs of the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementparty.
7.4 Nothing in this clause prevents disclosure of 13.4 Each Receiving Party may disclose Confidential Information by any partyInformation:
(a) in accordance with the other terms of this agreement;
(b) in order to allow it to exercise its rights under this agreement;
(c) to the extent to which it is required to be disclosed pursuant to judicial or arbitral action, Governmental or stock exchange or other Regulatory Requirements, law society or other similar requirements;
(d) to the extent that the information Confidential Information is in or comes into the public domain publicly available (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a the result of a breach by the Receiving Party of any undertaking or duty of its confidentiality by that partyobligation under clause 13.3);
(be) to its professional advisers including tax advisers and auditors but only to the extent necessary subject to such advisers accepting an equivalent confidentiality obligation to that party’s professional advisersset out in this clause 13; and
(f) in the case of the Purchaser, auditors or bankers, but before any disclosure to any of the Purchaser Affiliates, subject to each such person, the relevant party shall procure that he is Affiliate being made aware of the terms of confidentiality obligation set out in this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause13.
7.5 13.5 The Shareholder shall, Purchaser and shall procure that each of its Associates shall, provide all reasonable cooperation and information the Purchaser Parent may disclose Confidential Information to the extent to which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company it is required to make pursuant be disclosed to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member banks and/or their professional advisers in order secure financing of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors amounts payable in respect of the Company owe fiduciary duties to transactions contemplated by this agreement (provided that the Company and Purchaser Parent shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success responsible for any breach of the Companyconfidentiality by such persons).
Appears in 2 contracts
Samples: Share Purchase Agreement (Joy Global Inc), Share Purchase Agreement (Joy Global Inc)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 15.1 After the date hereof, neither the Seller nor the Buyer shall make (or in the case of the Company, permit any other Member member of the CompanySeller’s Group or in the Buyer’s Group (as the case of a Shareholder, permit any of its Associates may be) to make) any announcement or press release concerning the subject sale and purchase of the Shares or any ancillary matter (including the terms of any Transaction Document or the existence or content of any proceedings relating to this Agreement) without the prior approval in writing of the other. Without prejudice to the Confidentiality Agreement, each Party shall keep confidential the existence and the content of this agreementAgreement, save as required under well as any information given or document exchanged in the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules context of the London Stock Exchange.
7.2 Save as required in connection with Admissionnegotiation, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information drafting, the execution or the performance of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents this Agreement and shall not be disclosed communicate any such information or documents to any third partyPerson (except any other member of the Seller’s Group or the Buyer’s Group or the advisors of any Party) without the prior written approval of the other Party.
7.3 15.2 The Buyer covenants, and shall procure that each member of the Buyer’s Group covenants, in favour of the Seller, prior to Closing, to adhere to and comply with the terms and conditions of the Confidentiality Agreement.
15.3 Nothing in this clause Clause nor the Confidentiality Agreement prevents any announcement being made or any Confidential Information information being disclosed:
(a) with the prior written approval of the other partiesParty, which in the case of any announcement shall not be unreasonably withheld or delayed; or;
(b) to the extent required by law to be disclosed in relation to the resolution of any claims or by the London Stock Exchange disputes arising under this Agreement (including any pleadings made or any other actions required in the commencement or prosecution or defense of any such claim or dispute);
(c) to the extent required to be disclosed to any governmental or regulatory authority; or
(d) to the extent necessary to be disclosed under applicable Laws or the rules of any applicable stock exchange or by any order, decree, regulation or rule of any governmental or competent regulatory body, but provided that a party Party so required to disclose any Confidential Information or make any announcement such information shall promptly notify the other parties Party, where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties Party regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementdisclosure.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Agreement for the Sale and Purchase of Shares, Sale and Purchase Agreement (Pioneer Natural Resources Co)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 11.1. Subject to the provisions of this Clause 11 and save and except for the Public Announcement or any communication pursuant to Applicable Law, no announcement, circular or communication (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to makeeach an “Announcement”) any announcement or press release concerning the subject matter existence or content of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Agreement shall be treated as confidential made by it and any Party and/or its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Affiliates without the prior written approval of the other parties, which in the case of any announcement shall Parties (such approval not to be unreasonably withheld or delayed).
11.2. Clause 11 does not apply in respect of any Announcement if, and to the extent that, it is required to be made by Applicable Law, the rules of any stock exchange or any other Governmental Authority of competent jurisdiction to which the Party making the Announcement is subject, whether or not any of the same has the force of Applicable Law; provided that, any Announcement shall, so far as is practicable, be made after consultation with the other Parties and after taking into account such Party's reasonable requirements regarding the content, timing and manner of dispatch of the Announcement in question. The Seller and the Purchaser shall disclose and communicate, to the extent required, any Transaction Document, including this Agreement, to the Company, for making requisite disclosures to the stock exchanges.
11.3. Without prejudice to the generality of Clause 11 and subject to the provisions of this Clause 11.3, provided Completion occurs, the Seller and its Affiliates shall treat, as strictly confidential, for a period of 36 (thirty six) months until after the Completion, any information available with it relating to the Company and its Subsidiaries (including customer related information, pricing, Company specific strategies etc.).
11.4. A Party may disclose information which would otherwise be confidential, if and to the extent:
(i) required by the law of any relevant jurisdiction;
(ii) required by any Governmental Authority to which the Party making the disclosure is subject, whether or not such requirement has the force of law;
(iii) required to vest the full benefit of this Agreement and/or the GA Share Purchase Agreement in either Party;
(iv) disclosure is made to any Affiliate of the Seller or member of the Purchaser’s Group or to the professional advisers, auditors and bankers of either Party provided such Persons have been informed about and have accepted the confidentiality requirement of this Clause 11 in writing;
(v) the information has come into the public domain through no fault of the Party disclosing such information; or
(bvi) the other Parties have given prior written approval to the extent required by law or by the London Stock Exchange or disclosure; provided, further that any other competent regulatory bodydisclosure shall, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do soso far as is practicable, before disclosure occurs and co-operate be made only after consultation with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParties.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Patni Computer Systems LTD), Securities Purchase Agreement (General Atlantic LLC)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 12.1 No party shall make (announcement concerning this Agreement or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Transaction Documents shall be treated as confidential made by it and its officers, employees, advisers, representatives and agents and shall not be disclosed one Party (whether prior to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(aafter the Closing Date) with without the written prior approval of the other parties, which in the case of any announcement shall Party (such approval not to be unreasonably withheld or delayed; or
(b) to the extent except for such announcement as may be required by law applicable Laws or by the London Stock Exchange or any other competent regulatory bodyrules of a stock exchange binding on the relevant Party, but a party required in which event the disclosing Party shall use its best efforts to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable Party and lawful to do so, before disclosure occurs and co-operate with take into consideration the comments by such other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParty.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) 12.2 In addition to the extent foregoing, the Parties understand and acknowledge that this Agreement and other Transaction Documents, the oral or written information exchanged among or obtained by the Parties and their Affiliates as a result of the Transaction Documents, the information is in related to any dispute arising from or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admissionthe performance, interpretation, breach, termination or validity of the Transaction Documents are all Confidential Information. The Parties shall, and shall procure each of their representatives (including but not limited to any senior management staff, director, employee, shareholder, agent or Affiliate), keep confidential and not disclose to any third party (excluding any investor or potential investor, Affiliate and professional advisor of the Company or the Investor) the Confidential Information unless:
12.2.1 the Confidential Information is or becomes generally available to the public other than as a result of a breach of any undertaking disclosure by a Party or duty of its representatives or a third party source that was bound by a confidentiality by that partyagreement;
(b) 12.2.2 the Confidential Information was available to that party’s professional advisers, auditors the Party or bankers, but before any its representatives on a non-confidential basis prior to its disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use by another Party hereto or its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clauserepresentatives; or
(c) received in good faith by 12.2.3 the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company Confidential Information is required to make pursuant be disclosed under applicable Law, including but not limited to the AIM Rules disclosure made in accordance with any listing rule or any securities regulatory authority, in which case the Party having a disclosure obligation shall, at the reasonable time before the disclosure, consult other Parties over such disclosure and shall, as a result per the requirements of any transaction or other relationship entered into between Parties, seek possible confidential treatments for the Company’s Group and any Member of the Shareholder’s GroupConfidential Information subject to disclosure.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Share Subscription Agreement (Oneconnect Financial Technology Co., Ltd.), Share Subscription Agreement (Oneconnect Financial Technology Co., Ltd.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 18.1. No party announcement concerning this Agreement or the Transaction Documents shall make be made by one Party (whether prior to or in after the case Closing Date) without the prior approval of Shanghai Lujiazui International Financial Asset Exchange Co., Ltd., a Subsidiary of the Company, permit any except for such announcement as may be required by applicable Laws or the rules of a stock exchange binding on the relevant Party, in which event the disclosing Party shall notify the other Member Parties and take into consideration reasonable comments made by such other Parties.
18.2. In addition to the foregoing, the Parties understand and acknowledge that this Agreement, the Transaction Documents, the oral or written information exchanged between or obtained by the Parties and their Affiliates as a result of the Company’s Group Transaction Documents, the information related to any dispute arising from or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admissionthe performance, each party undertakes to interpretation, breach, termination or validity of the others that it shall use Transaction Documents are all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers. The Parties shall, employees, advisers, representatives and agents and shall procure each of their representatives (including but not be disclosed limited to any senior management staff, Director, employee, shareholder, agent and Affiliate), keep confidential and not disclose to any third party.
7.3 Nothing in this clause prevents party (excluding any announcement being made shareholder, investor or any potential investor, Affiliate and professional advisor of the Company or of the Investor) the Confidential Information being disclosedunless:
(a) with 18.2.1 the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld Confidential Information is or delayed; or
(b) becomes generally available to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking disclosure by a Party or duty of its representatives or a third party source that was not bound by a confidentiality by that partyagreement;
(b) 18.2.2 the Confidential Information was available to that party’s professional advisers, auditors the Party or bankers, but before any its representatives on a non-confidential basis prior to its disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clauseother Parties hereto or its representatives; or
(c) received in good faith by 18.2.3 the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company Confidential Information is required to make pursuant be disclosed under applicable Law, including but not limited to the AIM Rules disclosure made in accordance with any listing rule or any securities regulatory authority, in which case the Party having a disclosure obligation shall, at the reasonable time before the disclosure, consult other Parties over such disclosure and shall, as a result per the requirements of any transaction other Parties, seek possible confidential treatments for the Confidential Information subject to disclosure.
18.3. The restriction in this clause 18 shall continue to apply after the termination of this Agreement without limit in point of time, but shall cease to apply to information or other relationship entered knowledge which may properly come into between the Company’s Group and any Member public domain through no fault of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.restricted Party
Appears in 2 contracts
Samples: Shareholder Agreement (Lufax Holding LTD), Shareholders Agreement (Lufax Holding LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 11.1. Subject to the provisions of this Clause 11 and save and except for the Public Announcement or any communication pursuant to Applicable Law, no announcement, circular or communication (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to makeeach an “Announcement”) any announcement or press release concerning the subject matter existence or content of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Agreement shall be treated as confidential made by it and any Party and/or its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Affiliates without the prior written approval of the other parties, which in the case of any announcement shall Parties (such approval not to be unreasonably withheld or delayed).
11.2. Clause 11 does not apply in respect of any Announcement if, and to the extent that, it is required to be made by Applicable Law, the rules of any stock exchange or any other Governmental Authority of competent jurisdiction to which the Party making the Announcement is subject, whether or not any of the same has the force of Applicable Law; provided that, any Announcement shall, so far as is practicable, be made after consultation with the other Parties and after taking into account such Party’s reasonable requirements regarding the content, timing and manner of dispatch of the Announcement in question. The Seller and the Purchaser shall disclose and communicate, to the extent required, any Transaction Document, including this Agreement, to the Company, for making requisite disclosures to the stock exchanges.
11.3. Without prejudice to the generality of Clause 11 and subject to the provisions of this Clause 11.3, provided Completion occurs, the Seller and its Affiliates shall treat, as strictly confidential, for a period of 36 (thirty six) months until after the Completion, any information available with it relating to the Company and its Subsidiaries (including customer related information, pricing, Company specific strategies etc.).
11.4. A Party may disclose information which would otherwise be confidential, if and to the extent:
(i) required by the law of any relevant jurisdiction;
(ii) required by any Governmental Authority to which the Party making the disclosure is subject, whether or not such requirement has the force of law;
(iii) required to vest the full benefit of this Agreement and/or the GA Securities Purchase Agreement in either Party;
(iv) disclosure is made to any Affiliate of the Seller or the Purchaser or to the professional advisers, auditors and bankers of either Party provided such Persons have been informed about and have accepted the confidentiality requirement of this Clause 11 in writing;
(v) the information has come into the public domain through no fault of the Party disclosing such information; or
(bvi) the other Parties have given prior written approval to the extent required by law or by the London Stock Exchange or disclosure; provided, further that any other competent regulatory bodydisclosure shall, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do soso far as is practicable, before disclosure occurs and co-operate be made only after consultation with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParties.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Igate Corp)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 13.1. No party shall make (announcement concerning this Agreement or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Transaction Documents shall be treated as confidential made by it and its officers, employees, advisers, representatives and agents and shall not be disclosed any Party (whether prior to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(aafter the Closing Date) with without the written prior approval of the other parties, which in the case of any Parties except for such announcement shall not as may be unreasonably withheld or delayed; or
(b) to the extent required by law applicable Laws or by the London Stock Exchange or any other competent regulatory bodyrules of a stock exchange binding on the relevant Party, but a party required to disclose any Confidential Information or make any announcement in which event the disclosing Party shall promptly notify the other parties where practicable Parties and lawful to do so, before disclosure occurs and co-operate with the take into consideration reasonable comments made by such other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParties.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) 13.2. In addition to the extent foregoing, the Parties understand and acknowledge that this Agreement and other Transaction Documents, the oral or written information exchanged between or obtained by the Parties and their Affiliates as a result of the Transaction Documents, the information is in related to any dispute arising from or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admissionthe performance, interpretation, breach, termination or validity of the Transaction Documents are all Confidential Information. The Parties shall, and shall procure each of their representatives (including but not limited to any senior management staff, director, employee, shareholder, agent or Affiliate) shall, keep confidential and not disclose to any third party (excluding any shareholder, investor or potential investor, Affiliate and professional advisor of the Company or of any of the Investors) the Confidential Information unless:
13.2.1 the Confidential Information is or becomes generally available to the public other than as a result of a disclosure by a Party or its representatives in breach of any undertaking Transaction Documents to which such Party is bound or duty of a third party source that was bound by a confidentiality by that partyagreement;
(b) 13.2.2 the Confidential Information was available to that party’s professional advisersthe Party or its representatives on a non-confidential basis prior to its disclosure by another Party hereto or its representatives;
13.2.3 the Confidential Information is required to be disclosed under applicable Law, auditors including but not limited to the disclosure made in accordance with any listing rule or bankersany securities regulatory authority, but in which case the Party having a disclosure obligation shall, at the reasonable time before any the disclosure, consult other Parties over such disclosure and shall, as per the requirements of other Parties, seek possible confidential treatments for the Confidential Information subject to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clausedisclosure; or
(c) received 13.2.4 the Confidential Information is required to be disclosed or submitted to any Governmental or Regulatory Authority in good faith by China or the recipient from a third party that Tax Bureau or is not knowingly used or disclosed to others by any advisor, representative or agent of the recipient party Investors, in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make case in connection with any announcement which the Company is required filing with respect to make pursuant to the AIM Rules as a result of Public Notice 7, including any transaction Transaction Report, Tax Treaty Filing or other relationship entered into between the Company’s Group and obtaining any Member of the Shareholder’s GroupTax Payment Certificate.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Lufax Holding LTD), Securities Exchange Agreement (Lufax Holding LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 8.1 Save as otherwise provided in this Agreement [and the non-disclosure agreement entered into by the Investor], none of the Parties shall make (disclose any information concerning this Agreement or in the case of transactions contemplated herein or any other arrangement involving the Company, permit any other Member of the Company’s Group or in Joint Global Coordinators, the case of a ShareholderJoint Sponsors, permit any of its Associates to make) any announcement or press release concerning and the subject matter of this agreement, save as required under Investor [and/or the AIM Rules and in accordance with Guarantor] without the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the prior written approval consent of the other partiesParties. Notwithstanding the foregoing, which in the case of any announcement shall not this Agreement may be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information disclosed by any partyParty:
(a) to the extent that Stock Exchange, the information SFC and/or other Regulators to which the Company, the Joint Global Coordinators and/or the Joint Sponsors is in or comes into subject, and the public domain (which includes the summary background of the terms of this agreement Investor [and the Guarantor] and its relationship between the Company and the Investor [and the Guarantor] may be described in the admission document Public Documents to be published issued by the Company and marketing, roadshow materials and other announcements to be issued by the Company, the Joint Global Coordinators and/or the Joint Sponsors in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partythe Global Offering;
(b) to the legal and financial advisors, auditors, and other advisors, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the Parties on a need-to-know basis provided that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party Party shall (i) procure that he each such legal, financial and other advisors, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the Party is made aware and complies with all the confidentiality obligations set forth herein and (ii) remain responsible for any breach of such confidential obligations by such legal, financial and other advisors, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the terms Party; and
(c) otherwise by any Party as may be required by any applicable Law, any Governmental Authority or body with jurisdiction over such Party (including the Stock Exchange and the SFC) or stock exchange rules (including submitting this Agreement as a material contract to the Hong Kong Companies Registry for registration and making it available for inspection by the public in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules) or any binding judgment, order or requirement of any competent Governmental Authority.
8.2 No other reference or disclosure shall be made regarding this clause Agreement or any ancillary matters hereto by the Investor [and the Guarantor], except where the Investor [and the Guarantor] shall have consulted the Company, the Joint Global Coordinators and the Joint Sponsors in advance to seek their prior written consent as to the principle, form and content of such disclosure.
8.3 The Company shall use its reasonable endeavours endeavors to procure that such person adheres to those terms as if he were bound provide for review by the provisions Investor [and the Guarantor] of any statement in any of the Public Documents which relates to this clause; or
(c) received Agreement, the relationship between the Company and the Investor [and the Guarantor] and the general background information on the Investor [and the Guarantor] prior to publication. Each of [T/t]he Investor [and the Guarantor] shall cooperate with the Company, the Joint Global Coordinators and the Joint Sponsors to ensure that all references to it in good faith by such Public Documents are true, complete, accurate and not misleading and that no material information about it is omitted from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shallPublic Documents, and shall procure that each of its Associates shallprovide any comments and verification documents promptly to the Company, the Joint Global Coordinators and the Joint Sponsors and their respective counsels.
8.4 [Each of] the Investor [and the Guarantor] undertakes promptly to provide all reasonable cooperation and information which the Company may assistance reasonably require and comply with all other requests which the Company may reasonably make required in connection with the preparation of any announcement disclosure required to be made as referred to in clause 8.1 (including providing such further information and/or supporting documentation relating to it, its ownership (including ultimate beneficial ownership) and/or otherwise relating to the matters referred thereto which may reasonably be required by the Company, the Joint Global Coordinators or the Joint Sponsors) to (i) update the description of the Investor [and the Guarantor] in the Public Documents subsequent to the date of this Agreement and to verify such references, and (ii) enable the Company is required to make pursuant to comply with applicable companies or securities registration and/or the AIM Rules as a result requests of any transaction or other relationship entered into between competent Regulators, including the Company’s Group Stock Exchange and any Member of the Shareholder’s GroupSFC.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Cornerstone Investment Agreement, Cornerstone Investment Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No 8.1 Each party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all commercially reasonable endeavours efforts to ensure that any information of a secret or confidential nature received by it from any other party pursuant to this Agreement (“the Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives employees and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 8.2 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partythis Agreement;
(b) to the extent that the information is received from a person possessing it otherwise than as a result of any breach by any person of a duty of confidentiality to the other party;
(c) for the purpose of pursuing or defending any proceedings arising out of this Agreement or the Articles or if requested or required to be disclosed by law, rule or regulation or governmental, regulatory or self-regulatory body; provided that: (i) other than where prohibited by law or where such disclosure is requested or required as a result of a routine examination by a regulatory, self-regulatory or governmental agency, organization or body, the receiving party gives prompt written notice of such disclosure requirement to the disclosing party and reasonably cooperates with disclosing party’s efforts to oppose such disclosure or obtain a protective order for such Confidential Information, and (ii) if such disclosure requirement is not quashed or a protective order is not obtained, the receiving party shall only disclose those portions of the Confidential Information that it is legally required to disclose and shall make a commercially reasonable effort to obtain confidential treatment for the disclosed Confidential Information; or
(d) to that party’s Affiliates and its and their respective directors, officers, employees, consultants, agents, professional advisers, auditors or bankers, but before provided that prior to any disclosure to any such person, the relevant party shall procure that he such person is made aware of the terms of this clause and the relevant party shall use its commercially reasonable endeavours efforts to procure that such person adheres to those these terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Shareholders Agreement (Modern Media Acquisition Corp. S.A.), Shareholder Agreement (Modern Media Acquisition Corp.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 6.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s 's Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreementdeed, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock ExchangeRules.
7.2 6.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“"Confidential Information”") shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 6.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 6.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement deed in the admission document circular to be published by the Company in connection with Admissionthe issue of New Ordinary Shares and Warrants) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s 's professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he the relevant person is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he it were bound by the provisions of this clause; or;
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause; or
(d) which is an investment manager as part of the regular investment updates provided to the investors in funds managed by that investment manager, but before any disclosure to any such investor, the investment manager shall procure that the relevant investor is made aware of the terms of this clause and shall ensure that such investors have signed a substantially similar confidentiality obligation.
7.5 6.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s 's Group and any Member of the Shareholder’s 's Group.
7.6 6.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Relationship Agreement, Relationship Agreement (Realm Therapeutics PLC)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No 10.1 Except as expressly required by any Official Requirement or by any Relevant Authority, all announcements or circulars by, for or on behalf of any of the parties and relating to any matter provided for in any Agreed Document shall be in a form approved in writing by the parties in advance of issue.
10.2 Each party shall make (or without limit in the case of the Companytime, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates but subject to makeclause 10.3) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules keep and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes procure to the others that it shall use be kept secret and confidential all reasonable endeavours Confidential Information belonging to ensure that any information of a secret or confidential nature received by it from any other party (“disclosed or obtained as a result of the discussions and negotiations leading to the execution of, or the performance of, this agreement and shall neither use nor disclose any such Confidential Information”) Information except for the purposes of the proper performance of this agreement or with the prior written consent of that other party. Where disclosure is made to any employee, consultant, adviser or agent, it shall be treated as confidential made subject to obligations equivalent to those set out in this agreement. Each party shall use its best endeavours to procure that any such employee, consultant, adviser or agent complies with all those obligations. Each party shall be responsible to each other party in respect of any disclosure or use of any of that other party's Confidential Information by it and its officers, employees, advisers, representatives and agents and shall not be disclosed a person to whom disclosure is made. In this clause 10 disclosure includes disclosure in writing or by any third partyother means.
7.3 Nothing 10.3 The obligations of confidentiality in this clause prevents 10 shall not extend to a party in respect of any announcement being made or any Confidential Information being disclosedmatter which that party can show:
(a) with the written approval of the other parties10.3.1 is in, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory bodyhas become part of, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty the obligations of confidentiality by under this agreement;
10.3.2 was in that party's written records prior to the date of this agreement and not subject to any obligations as to confidentiality;
(b) 10.3.3 was independently disclosed to that party’s professional advisers, auditors or bankers, but before any disclosure party by a third party entitled to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clausedisclose it; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company 10.3.4 is required to make pursuant to the AIM Rules as a result of be disclosed under any transaction Official Requirement or other relationship entered into between the Company’s Group and by any Member of the Shareholder’s GroupRelevant Authority.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Agreement for the Sale and Purchase of Shares (Pahc Holdings Corp), Agreement for the Sale and Purchase of Shares (Phibro Animal Health Corp)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 9.1 No party Party shall, and each Party shall procure that none of its Affiliates shall, issue or make (any public announcement or in statement regarding this Agreement or any transactions contemplated hereby without the case prior written consent of the Companyother Party, permit any other Member of such consent not to be unreasonably withheld or delayed, except to the Company’s Group extent that it is necessary for a Party or its Affiliate to make such public announcement or statement in order to comply with a statutory obligation, an obligation to include information in published or audited accounts, or with the case requirement of a Shareholdercompetent government agency or other regulatory body, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock ExchangeExchange plc, the Securities and Exchange Commission of the United States of America or a recognised stock exchange on which that Party or such Affiliate has its shares or oil production or royalty stock listed, in which event the Party proposing to make such an announcement or statement shall, as soon as practicable and, if possible prior to its release, issue a copy thereof to the other Party. In all circumstances the Parties shall consult in relation to the form of the announcement.
7.2 Save as required 9.2 The terms and conditions of this Agreement shall be held confidential by the Parties and all information furnished or disclosed to a Party in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received transactions contemplated by it from any other party this Agreement (“Confidential Information”) whether before or after the date hereof shall be treated as held confidential by it such Party and its officersneither the terms of this Agreement nor any Confidential Information shall, employeessubject to Clause 9.1, advisers, representatives and agents and shall not be disclosed divulged in any way to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with party by one Party without the prior written approval of the other partiesParty; provided that such Party may, which in without such approval, disclose the case same to:-
9.2.1 any of its Affiliates provided such Party remains liable for any announcement shall not be unreasonably withheld or delayedbreach of confidentiality by such Affiliate(s); or
9.2.2 any outside professional consultants or other professional advisers consulted in connection with this Agreement (bincluding an expert and/or accountant appointed hereunder) to provided such Party obtains a similar undertaking of confidentiality (but excluding this proviso) from such consultants and advisers; or
9.2.3 any bank or financial institution from whom such Party is seeking or obtaining finance, provided such Party obtains a similar undertaking of confidentiality (but excluding this proviso) from such bank or institution; or
9.2.4 the extent required by law any applicable laws, the Licence(s), or by the London Stock requirements of any recognised stock exchange or the Securities and Exchange or any other competent regulatory body, but a party Commission of the United States of America in compliance with its rules and regulations; or
9.2.5 the extent required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:Government agency or authority lawfully requesting the same; or
(a) to 9.2.6 any Court of competent jurisdiction acting in pursuance of its powers; or
9.2.7 the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document Agreement or any Confidential Information become public knowledge or for any other reason cease to be published by the Company in connection with Admission) other confidential otherwise than as a result of a through breach of any undertaking or duty of confidentiality by that party;this undertaking.
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, 9.3 Notwithstanding the relevant party shall procure that he is made aware of the terms termination of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by Agreement the provisions of this clause; or
Clause 9 shall continue to apply for a period of three (c3) received in good faith by years from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clausedate hereof.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Atp Oil & Gas Corp)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 15.1 For a period of two years following Completion, neither the Sellers nor the Purchaser shall make (or in the case of the Company, permit any other Member member of the CompanySeller’s Group or in the case of a Shareholder, permit any of its Associates Purchaser’s Group to make) any announcement concerning this sale and purchase or press release concerning the subject any ancillary matter before, on or after Completion.
15.2 Each Seller shall for a period of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules three years following Completion,
(a) keep confidential all information provided to it by or under the Listing Rules on behalf of the London Stock Exchange.
7.2 Save as required Purchaser or otherwise obtained by or in connection with Admissionthis agreement which relates to any member of the Purchaser’s Group; and
(b) if after Completion a Seller holds confidential information relating to Flagship and/or Snoline, each party undertakes it shall keep that information confidential and, to the others extent reasonably practicable, shall return that it information to the Purchaser or destroy it, in each case without retaining copies.
15.3 The Purchaser shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed procure that, for a period of three years following Completion the Purchaser’s Group shall keep confidential all information provided to it by or on behalf of the Sellers or otherwise obtained by or in connection with this agreement which relates to any third partyof the Sellers.
7.3 15.4 Nothing in this clause prevents any announcement being made or any Confidential Information confidential information being disclosed:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement confidential information shall promptly notify the other parties parties, where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other any action which the other parties may reasonably elect to take to challenge the validity of such requirement; the Sellers hereby acknowledge and agree that Lindsay Manufacturing Co., the ultimate shareholder of the Purchaser, is a listed company and it shall, and will, disclose this agreement and the transactions contemplated herewith to the relevant competent authorities.
7.4 15.5 Nothing in this clause prevents disclosure of Confidential Information confidential information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;any person; or
(b) to that party’s professional advisersadvisors, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable best endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Lindsay Corp)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (11.1.1 Subject to Clauses 4.2 and 11.1, no press or in the case of the Companypublic announcements, permit any other Member of the Company’s Group circulars or in the case of a Shareholder, permit any of its Associates communications relating to make) any announcement this Agreement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules it shall be made or under the Listing Rules sent by any of the London Stock Exchangeparties without the prior written approval of the other parties.
7.2 Save as 11.1.2 Any party may make press or public announcements or issue a circular or communication concerning this Agreement or the subject matter of it if required in connection with Admission, each by law or by any securities exchange or regulatory or governmental body to which that party undertakes to is subject provided that the others that party making it shall use all reasonable endeavours to ensure that any information consult with the other parties prior to its making or despatch and shall, so far as may be reasonable, take account of a secret the comments of the other parties with respect to its content and the timing and manner of its making or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third partydespatch.
7.3 Nothing in 11.1.3 Subject to Clause 11.1.4, all of the parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this clause prevents any announcement being made or any Confidential Information being disclosedAgreement which relates to:
(ai) with the written approval provisions of this Agreement, or any document or agreement entered into pursuant to this Agreement;
(ii) the negotiations relating to this Agreement; or
(iii) any of the other parties.
11.1.4 Any of the parties may disclose information referred to in Clause 11.1.3 which would otherwise be confidential if and to the extent the disclosure is:
(i) required by the law of any relevant jurisdiction;
(ii) required by any securities exchange or regulatory or governmental body to which any of the parties is subject or reasonably submits, which wherever situated, (including, without limitation, Euronext or the SEC), whether or not the requirement for disclosure has the force of law (the parties acknowledging that the rules of the SEC will require disclosure of the events leading up to this Agreement and all of its terms, that this Agreement will be filed with the SEC and that this Agreement will be available to members of the public following its filing with the SEC (including, for the avoidance of doubt, the proxy statement to be filed);
(iii) disclosed to the professional advisers, auditors or bankers of that party or any other member of the VIA Group (in the case of the Seller) or any announcement other member of the Purchaser’s Group (in the case of the Purchaser) who need to know the information for the purposes of the transaction contemplated by this Agreement subject to the condition that the party making the disclosure shall procure that those persons comply with Clause 11.1.3 as if they were parties to this Agreement;
(iv) disclosed to the officers or employees of that party or any other member of the VIA Group (in the case of the Seller) or any other member of the Purchaser’s Group (in the case of the Purchaser) who need to know the information for the purposes of the transactions effected or contemplated by this Agreement subject to the condition that the party making the disclosure shall procure that those persons comply with Clause 11.1.3 as if they were parties to this Agreement;
(v) of information that has already come into the public domain through no fault of that party;
(vi) of information of the kind referred to in Clause 11.1.4(i) and (ii) which is already lawfully in the possession of that party as evidenced by its or its professional advisers’ written records and which was not be unreasonably withheld acquired directly or delayedindirectly from the other party to whom it relates in breach of Clause 11.1.3; or
(bvii) to the extent required approved by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify all of the other parties where practicable in writing in advance, provided that any information disclosed pursuant to Clause 11.1.4(i) or (ii) shall be disclosed only after notice to the other parties and lawful the disclosing party shall take reasonable steps to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content manner of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing that disclosure. The restrictions contained in this clause prevents disclosure of Confidential Information by any party:
(a) Clause shall continue to apply after the extent that the information is in rescission or comes into the public domain (which includes the summary of the terms termination of this agreement Agreement and, following Closing, shall continue to apply without limit in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clausetime.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Via Net Works Inc), Sale and Purchase Agreement (Mawlaw 660, LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 11.1. Subject to the provisions of this Clause 11 and save and except for the Public Announcement or any communication pursuant to Applicable Law, no announcement, circular or communication (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to makeeach an “Announcement”) any announcement or press release concerning the subject matter existence or content of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Agreement shall be treated as confidential made by it and any Party and/or its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Affiliates without the prior written approval of the other parties, which in the case of any announcement shall Parties (such approval not to be unreasonably withheld or delayed).
11.2. Clause 11 does not apply in respect of any Announcement if, and to the extent that, it is required to be made by Applicable Law, the rules of any stock exchange or any other Governmental Authority of competent jurisdiction to which the Party making the Announcement is subject, whether or not any of the same has the force of Applicable Law; provided that, any Announcement shall, so far as is practicable, be made after consultation with the other Parties and after taking into account such Party's reasonable requirements regarding the content, timing and manner of dispatch of the Announcement in question. The Seller and the Purchaser shall disclose and communicate, to the extent required, any Transaction Document, including this Agreement, to the Company, for making requisite disclosures to the stock exchanges.
11.3. Without prejudice to the generality of Clause 11 and subject to the provisions of this Clause 11.3, provided Completion occurs, the Seller and its Affiliates shall treat, as strictly confidential, for a period of 36 (thirty six) months until after the Completion, any information available with it relating to the Company and its Subsidiaries (including customer related information, pricing, Company specific strategies etc.).
11.4. A Party may disclose information which would otherwise be confidential, if and to the extent:
(i) required by the law of any relevant jurisdiction;
(ii) required by any Governmental Authority to which the Party making the disclosure is subject, whether or not such requirement has the force of law;
(iii) required to vest the full benefit of this Agreement and/or the GA Securities Purchase Agreement in either Party;
(iv) disclosure is made to any Affiliate of the Seller or the Purchaser or to the professional advisers, auditors and bankers of either Party provided such Persons have been informed about and have accepted the confidentiality requirement of this Clause 11 in writing;
(v) the information has come into the public domain through no fault of the Party disclosing such information; or
(bvi) the other Parties have given prior written approval to the extent required by law or by the London Stock Exchange or disclosure; provided, further that any other competent regulatory bodydisclosure shall, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do soso far as is practicable, before disclosure occurs and co-operate be made only after consultation with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParties.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 2 contracts
Samples: Share Purchase Agreement (General Atlantic LLC), Share Purchase Agreement (Patni Computer Systems LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 25.1 Subject to clauses 25.4 and 25.5, the Parent shall make (or in the case and shall procure that each other member of the CompanyRetained Group, permit and, in respect of the period up to First Completion and each Deferred Completion (as applicable), each member of the Target Group and each of such person’s advisers and connected persons, shall) and the Purchaser shall (and shall procure that each member of the Purchaser’s Group, shall):
(a) not make any announcement concerning the Transaction or any related or ancillary matter; and
(b) keep confidential the provisions and subject matter of, and the negotiations relating to, each Transaction Document.
25.2 Subject to clauses 25.4 and 25.5, the Parent undertakes to the Purchaser that it will not (and will procure that no other member of the Retained Group will) communicate or disclose to any person any Confidential Information or any information provided to it by or on behalf of the Purchaser or otherwise obtained by it in connection with this agreement or any other Member Transaction Document which relates to any member of the CompanyPurchaser’s Group.
25.3 Subject to clauses 25.4 and 25.5, the Purchaser:
(a) shall (and shall procure that each other member of the Purchaser’s Group shall) keep confidential all information provided to it by or on behalf of the Parent or otherwise obtained by it in connection with this agreement or any other Transaction Document which relates to the Parent or any other member of the Retained Group;
(b) shall procure that, if after First Completion any member of the Purchaser’s Group holds confidential information relating to the Parent or any other member of the Retained Group, such member or person shall after First Completion keep that information confidential and shall return that information to the Parent or destroy it, in either case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, without retaining copies save as required under by law or regulation;
(c) shall not (and shall procure that each other member of the AIM Rules Purchaser’s Group shall not) use any confidential information relating to the Parent, any other member of the Retained Group or their respective customers and suppliers (other than such confidential information which relates solely to the business of the Target Group) except for the purposes of executing the actions contemplated by this agreement and the other Transaction Documents; and
(d) shall not (and shall procure that each other member of the Purchaser’s Group and the Purchaser’s and their respective directors, officers, employees or agents shall not) in accordance respect of the period up to First Completion and each Deferred Completion (as applicable) contact or attempt to contact (directly or indirectly) any Non-Wholly Owned Target Subsidiary or any third party shareholder of any Non-Wholly Owned Target Subsidiary except at the written request of, or with the AIM Nomad Rules or under prior written consent of, the Listing Rules of the London Stock ExchangeParent.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 25.4 Nothing in this clause clauses 25.1, 25.2 or 25.3 prevents any announcement being made or any Confidential Information confidential information being disclosed:
(a) in the Parent’s Circular, the AUNZ Circular or the Scangroup Circular or where such announcement is in the Agreed Form or the confidential information disclosed comprises only information set out in an announcement in the Agreed Form; or
(b) with the written approval of the other partiesParty, which in the case of any announcement shall not be unreasonably conditioned, withheld or delayed; or
(bc) to the extent required by law or by the London Stock Exchange applicable law, any court of competent jurisdiction or any other competent regulatory bodybody (including, without limitation, any relevant stock exchange or listing authority), but if a party person is so required to make any announcement or to disclose any Confidential Information or make any announcement confidential information, the relevant party shall promptly notify the other parties Party, where practicable and lawful to do so, before the announcement is made or disclosure occurs (as the case may be) and shall co-operate with the other parties Party regarding the timing and content of such disclosure or announcement or other disclosure (as the case may be) or any action which the other parties Party may reasonably elect to take to challenge the validity of such requirement.
7.4 25.5 Nothing in this clause clauses 25.1, 25.2 or 25.3 prevents disclosure of Confidential Information by any partyconfidential information being disclosed to the extent:
(a) required to enable any person to enforce its rights under any Transaction Document and/or the Purchaser Financing Documents or for the purpose of any judicial proceedings;
(b) that the information is disclosed on a strictly confidential basis by a person to the extent Retained Group or its professional advisers, auditors or bankers or those of a member of the Purchaser’s Group;
(c) that the information is disclosed by the Parent on a strictly confidential and need to know basis to another member of the Retained Group or by the Purchaser on a strictly confidential and need to know basis to another member of the Purchaser’s Group;
(d) that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach the provisions of any undertaking or duty of confidentiality by that partythis clause 25;
(be) that the information is disclosed by the Purchaser or any other member of the Purchaser’s Group to: (i) any other member of the Purchaser’s Group; (ii) actual or prospective investors in funds managed and/or advised by Xxxx Capital Private Equity (Europe), LLP and/or its affiliates; or (iii) the extent required in connection with any financing of the Transaction, including to that party’s professional advisersthe counterparties to the Purchaser Financing Documents or any other debt financing providers or prospective debt financing providers or ratings agencies and customary disclosure in connection with an offering of high yield debt securities under Rule 144A and Regulation S of the U.S. Securities Act of 1933; or
(f) required to be disclosed to a Tax Authority in connection with the Tax affairs of the disclosing party or any of its affiliates.
25.6 With effect from First Completion and, auditors or bankers, but before any disclosure with respect to any such personDeferred Target Subsidiary Equity Interests only, with effect from the applicable Deferred Completion Date, the relevant party confidentiality agreement relating to the Transaction between the Parent and Xxxx Capital Private Equity (Europe), LLP shall procure be terminated and parties to it shall be released from their obligations under that he agreement, except in relation to any antecedent breach. Pending First Completion, if there is made aware a conflict between the terms of that agreement and the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by agreement, the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseagreement shall prevail.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 16.1 Subject to Clauses 16.3 and 16.4, each Seller shall make (or and shall procure that each member of such Seller’s Group, if applicable), and, in the case respect of the period up to Completion, exercising their rights as a shareholder, director or employee, procure that each Group Company, permit any other Member and each such person's advisers and connected persons, shall) and the Purchaser shall (and shall procure that each member of the Purchaser's Group, and, in respect of the period from Completion, each Group Company’s Group or in the case of a Shareholder, permit any of its Associates to makeand each such person's advisers and connected persons, shall):
(a) not make any announcement or press release concerning the sale and purchase of the Securities; and
(b) keep confidential the provisions and subject matter of this agreementof, save as required under and the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchangenegotiations relating to, each Transaction Document.
7.2 Save as required in connection with Admission16.2 The provisions of Clause 16.1 shall apply before, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it on and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third partyafter Completion.
7.3 16.3 Nothing in this clause Clause 16.1 prevents any announcement being made or any Confidential Information confidential information being disclosed:
(a) where such announcement is in the Agreed Form or the confidential information disclosed comprises only information set out in an announcement in the Agreed Form; or
(b) with the written approval of the other partiesPurchaser and the Seller Representatives, which in the case of any announcement shall not be unreasonably withheld or unreasonably delayed; or
(bc) to the extent required by law or by the London Stock Exchange law, any court of competent jurisdiction, any Tax Authority or any other competent regulatory bodybody or the rules of any stock exchange on which securities of a Seller or any member of that Seller’s Group are listed or admitted to trading, but if a party person is so required to make any announcement or to disclose any Confidential Information or make any announcement confidential information, the relevant party shall promptly notify the other parties parties, where practicable and lawful to do so, before the announcement is made or disclosure occurs (as the case may be) and shall co-operate with the other parties regarding the timing and content of such disclosure or announcement or other disclosure (as the case may be) or any action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 16.4 Nothing in this clause Clause 16.1 prevents disclosure of Confidential Information by any partyconfidential information being disclosed to the extent:
(a) required to enable any person to enforce its rights under any Transaction Document or for the purpose of any judicial proceedings;
(b) that the information is disclosed on a strictly confidential basis by a person to its professional advisers, auditors, insurers or bankers and, in the case of the Purchaser to any provider of finance or potential provider of finance to the extent Purchaser’s Group or any person connected with the Purchaser, to a potential acquirer of securities issued by a member of the Purchaser’s Group, or to a security trustee or agent acting on behalf of one or several banks or other financial institutions which have entered into, or may enter into, any financing agreements with the Purchaser;
(c) that the information is disclosed by a Seller on a strictly confidential and need to know basis to another member of such Seller's Group or by the Purchaser on a strictly confidential and need to know basis to another member of the Purchaser's Group;
(d) required for the purposes of managing the Tax affairs of either (i) any Seller or its Group, or (ii) the Purchaser, the Company or the Purchaser’s Group;
(e) that, in the case of an Institutional Seller, disclosure is made to an existing investor or bona fide potential investor, directly or indirectly, in that Institutional Seller or in any entity, fund or account that is managed, advised or operated: (x) by that Institutional Seller or an affiliate of that Institutional Seller; or (y) by the same person that is the manager, adviser or operator of or to that Institutional Seller, or any affiliate of any such person; on the basis that such person has entered into a confidentiality arrangement in respect of such confidential information that is no less stringent than an Institutional Seller would put in place in respect of its own confidential information; or
(f) that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseClause 16.
7.5 The Shareholder shall16.5 With effect from the date of this agreement, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into confidentiality agreement dated 10 February 2021 between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and the Purchaser’s Parent (the “NDA”) shall be obliged to act terminated and vote on all matters pertaining to the Board in what they perceive to promote Purchaser’s Parent shall be released from its obligations under that agreement; provided, however, that if Completion does not occur and this agreement is terminated, then the success provisions of clauses 1, 2, 3. 5.2, 6 and 7 of the CompanyNDA shall be deemed to be reinstated on the date of such termination and shall continue in full force and effect in accordance with their terms.
Appears in 1 contract
Samples: Exhibit (Etsy Inc)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (or 9.1 Save as otherwise provided in the case this Agreement, none of the Company, permit Parties shall disclose any information concerning this Agreement or the transactions contemplated herein or any other Member of arrangement involving the Company’s Group or in Company and the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning Investor without the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the prior written approval consent of the other partiesParties. Notwithstanding the foregoing, which in the case of any announcement shall not this Agreement may be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partydisclosed:
(a) to the extent that Hong Kong Stock Exchange, the information is in or comes into SFC, China Securities Regulatory Commission and other regulators to which the public domain (which includes the summary Company and/or any of the terms underwriters of this agreement the Global Offering is subject, and the background of the Investor and the Guarantor and its/their respective relationship with the Company may be described in the admission document Public Documents to be published issued by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyCompany;
(b) to the legal and financial advisors and employees of the Parties and their affiliates hereto on a need-to-know basis provided that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party Party shall (i) procure that he each such advisors and their respective employees is made aware and complies with all the confidentiality obligations set forth herein and (ii) remain responsible for any breach of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound confidential obligations by the provisions of this clause; orsuch advisors or their respective employees;
(c) received in good faith otherwise by any Party as may be required by any applicable law, any government, court or regulatory authority or body with jurisdiction over such Party (including without limitation to the Hong Kong Stock Exchange and the SFC) or stock exchange rules (including submitting this Agreement as a material contract to the Hong Kong Companies Registry for registration and making it available for inspection by the recipient from a third party that is not knowingly used public in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules) or disclosed to others any binding judgment, order or requirement of any competent authority;
(d) by the recipient party Investor in breach its announcement and circular in connection with the acquisition of the Investor Shares if required by the Listing Rules. Save as provided above, no other reference or disclosure shall be made regarding this clauseAgreement or any ancillary matter hereto by the Investor, except where the Investor shall have consulted the Company, the Joint Sponsors and the Underwriter’s Representative in advance to seek the prior written consent of each of such parties (such consent not to be unreasonably withheld or delayed) as to the principle, form and content of such disclosure.
7.5 9.2 The Shareholder shallCompany shall use its commercially reasonable endeavours to provide for review by the Investor of any statement in any of the Public Documents which relates to this Agreement, the relationship between the Company and the Investor and the general background information on the Investor prior to publication. The Investor shall use its best endeavours to cooperate with the Company, the Joint Sponsors and the Underwriter’s Representative to ensure that all references to it in such Public Documents are true, accurate and not misleading, and shall procure provide any comments promptly to the Company, the Joint Sponsors and the Underwriter’s Representative and their respective counsels.
9.3 Each of the Investor and the Guarantor hereby agrees that after reviewing the description in relation to it to be included in such drafts of the Public Documents from time to time provided to the Investor and making such amendments as may be reasonably required by the Investor (if any), each of its Associates shallthe Investor and the Guarantor jointly and severally warrants that such description is true and accurate and is not misleading. Without prejudice to the provisions of clause 9.2, provide all reasonable cooperation each of the Investor and information the Guarantor irrevocably consents to the reference to, and inclusion in the Public Documents, roadshow materials and such other announcements which may be issued by the Company may reasonably require and comply with all other requests which Company, the Company may reasonably make Underwriter’s Representative, the Joint Sponsors and/or the Joint Global Coordinators in connection with any announcement the Global Offering of, its name, and all or part of the description of this Agreement, its background information and its relationship with the Company, the Underwriter’s Representative, the other underwriters and/or the Joint Sponsors. The Investor undertakes promptly to provide such further information and/or supporting documentation relating to it, its ownership and/or otherwise relating to the matters referred thereto which may reasonably be required by the Company, the Underwriter’s Representative, or the Joint Sponsors to (i) update the description of the Investor in the Public Documents subsequent to the date of this Agreement and to verify such references, and (ii) enable the Company is required to make pursuant to comply with applicable companies or securities registration and/or the AIM Rules as a result requests of any transaction or other relationship entered into between competent regulatory authorities, including without limitation the Company’s Group Hong Kong Stock Exchange and any Member of the Shareholder’s GroupSFC.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Cornerstone Investment Agreement (Yanzhou Coal Mining Co LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 (1) No party shall make (announcement concerning this sale and purchase or in the case any ancillary matter will be made before, on or after Completion by any member of the CompanyRemaining Group or of the Purchaser's Group without prior consultation with and (unless the announcement is required by law, permit The London Stock Exchange Limited, the Securities Exchange Commission, Nasdaq or any other Member relevant regulatory authority) without the prior written approval of the Company’s Group Seller and the Purchaser (such approval not to be unreasonably withheld or in delayed). The Purchaser may disclose the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter existence and terms of this agreement, save as transaction to the extent it is required to do so in any filing it is obliged to make under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules securities laws of the London Stock ExchangeUnited States of America or other relevant jurisdiction.
7.2 Save as required in connection with Admission, each party (2) The Seller undertakes to the others Purchaser, for itself and as agent and trustee for each Company, that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and the Seller shall not be disclosed use or disclose to any third partyperson Confidential Information it has relating to the Companies from Completion, relating to the Japanese JV Company from Japanese JV Completion and relating to the PRC JV Company from PRC JV Completion; and the Seller shall procure that each member of the Remaining Group complies with this subclause (2).
7.3 Nothing (3) The Purchaser undertakes to the Seller, for itself and as agent and trustee for each Company, CWM JV Company and JV Company, that the Purchaser shall until Completion (and in this clause prevents respect of PRC Completion and Japanese JV Completion, in relation to the PRC JV Company and Japanese JV Company respectively) not use or disclose to any announcement being made or any person Confidential Information being disclosedit has and the Purchaser shall procure that each member of the Purchaser's Group complies with this subclause (3).
(4) Subclauses (2) and (3) above do not apply to:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information in a manner contemplated by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyagreement;
(b) use or disclosure of Confidential Information required to that party’s professional advisersbe used or disclosed by law, auditors or bankersthe London Stock Exchange, but before Nasdaq or any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; orother competent regulator;
(c) received in good faith Confidential Information which becomes publicly known except by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in Seller's breach of this clausesubclause (2) or the Purchaser's breach of subclause (3), as the case may be.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 8.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any public announcement or press release concerning communication of any kind shall be made in respect of the subject matter of this agreementthe Transaction Documents unless specifically agreed between the Parties or unless an announcement is required to be made pursuant to any applicable law, save as rule or regulation (including the Repurchase Code or by a rule of a stock exchange on which a Party’s shares are listed). To the extent permitted by applicable law, rule or regulation, any announcement or communication by either Party required under to be made pursuant to the AIM Rules and in accordance foregoing provisions shall be issued only after such prior consultation with the AIM Nomad Rules or under other Party as is reasonably practicable in the Listing Rules of circumstances and taking into account the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval comments of the other partiesParty.
8.2 Save as provided in Clause 8.1, which in the case of neither Party shall make any announcement shall or release or disclose any information concerning any of the Transaction Documents or the transactions contemplated therein without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed; or
. The foregoing provisions of this Clause 8.2 shall not apply to any information concerning any of the Transaction Documents or the transactions contemplated therein where (a) such disclosure is required by law, any court or competent authority (including the SFC and the Stock Exchange) or by a rule of a stock exchange on which a Party’s shares are listed, (b) to such information becomes publicly known other than through the extent required by law or by the London Stock Exchange fault of a Party or any other competent regulatory bodyof its directors, but a party required to disclose any Confidential Information officers, employees or make any announcement shall promptly notify the other parties where practicable and lawful to do soprofessional advisers, before disclosure occurs and co-operate with the other parties regarding the timing and content of (c) such disclosure is made by a Party to its directors, officers or announcement or other action which the other parties may reasonably elect employees on a need to take know basis, (d) such disclosure is made by a Party to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to its professional advisers who shall be published by the Company in connection with Admission) other than as under a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware in respect of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or information disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company them or (e) such disclosure is required to make pursuant to for the AIM Rules as a result purpose of any transaction or other relationship entered into between the Company’s Group and judicial proceedings arising out of any Member of the Shareholder’s GroupTransaction Documents.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Share Repurchase Agreement (CHINA UNICOM (HONG KONG) LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 10.1 The Minority Sellers shall make (or in not, without the case consent of the CompanyBuyer, permit issue any other Member of the Company’s Group statement or in the case of a Shareholder, permit any of its Associates to make) make any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock ExchangeTransaction.
7.2 Save as required in connection with Admission, each party undertakes 10.2 Subject to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it clauses 10.1 and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed10.3:
(a) with the written approval each of the other partiesparties shall treat as strictly confidential and not disclose or use any information received, held or obtained as a result of entering into this Agreement or any of the Transaction Documents which in relates to:
(i) the case provisions of this Agreement or the Transaction Documents and any announcement shall not be unreasonably withheld or delayedagreement entered into pursuant to them; or
(bii) the negotiations relating to the extent required by law or by the London Stock Exchange or this Agreement (and any such other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyagreement);
(b) from the date of this Agreement to that party’s professional advisersthe date falling five years following the date hereof, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware each of the terms of this clause Minority Sellers shall treat as confidential and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clausenot disclose or use:
(i) any Confidential Information; or
(ii) any other non-public information relating to the business, financial or other affairs (including future plans and targets) of the Buyer’s Group.
(c) received in good faith by from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach date of this clause.
7.5 The Shareholder Agreement to the date falling five years following the date hereof, the Buyer shall, and shall procure that each member of its Associates the Buyer’s Group shall, provide all reasonable cooperation treat as confidential and not disclose or use any non-public information relating to the business, financial or other affairs of a Minority Seller.
10.3 Notwithstanding any other provision in this Agreement:
(a) any party may disclose the confidential information set out in clause 10.2 or make an announcement if and strictly to the extent:
(i) required by applicable Law, by any competent judicial, governmental, regulatory or self-regulatory body, or by the rules of any recognised stock exchange to which the Company may reasonably require relevant party or its Affiliate is subject or submits;
(ii) the disclosure is made pursuant to the rules and comply with all other requests which regulations of the Company may reasonably make US Securities and Exchange Commission;
(iii) the disclosure is made to a Taxation Authority in connection with the Tax affairs of the disclosing party;
(iv) required by any announcement which prospective provider of warranty and indemnity insurance to the Buyer in relation to the Transaction (including any broker engaged by the Buyer to assist with this process) to provide their services (and subject always to similar duties of confidentiality);
(v) required by any provider of finance to the Buyer or any of its Affiliates provided such provider is subject to similar duties of confidentiality;
(vi) that information is in or has come into the public domain (other than by breach of this Agreement or the Confidentiality Agreement);
(vii) the other party has given prior written consent to the disclosure; or
(viii) the disclosure is made to any professional adviser, banker or auditor of the Minority Seller (and subject always to similar duties of confidentiality).
(b) any Minority Seller may disclose or use any confidential information in order to assist him in carrying out his duties as an employee or director of, or providing his services to, the Company is required to make pursuant to the AIM Rules as a result of or any transaction or other relationship entered into between the Company’s Group and any Member member of the ShareholderBuyer’s Group; and
(c) the Buyer may disclose any information set out in clauses 10.2(a) and 10.2(c) on a confidential basis to its Affiliates and its and its Affiliates’ professional advisers, auditors, bankers, directors, officers, employees, consultants, subcontractors, or agents.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Minority Sale and Purchase Agreement (Axalta Coating Systems Ltd.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No 8.1 Subject to clause 8.2, no announcement, circular or communication (each an Announcement) concerning the existence or content of this Agreement shall be made by any party (or any of its respective Related Undertakings) without the prior written approval of each of the other parties (such approval not to be unreasonably withheld or delayed).
8.2 Clause 8.1 does not apply to any Announcement if, and to the extent that, it is required to be made by the rules of any stock exchange or any governmental, regulatory or supervisory body or court of competent jurisdiction (Relevant Authority) to which the party making the Announcement is subject, whether or not any of the same has the force of law, provided that any Announcement shall, so far as is practicable, be made after consultation with each of the other parties and after taking into account its reasonable requirements regarding the content, timing and manner of despatch of the Announcement in question.
8.3 Subject to clause 8.4, each party shall make treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to: (or a) the subject matter and provisions of this Agreement; (b) the negotiations relating to this Agreement; (c) the other parties and/or their respective Related Undertakings; and/or (d) in the case of the Seller and with effect only on or after Completion, the Company.
8.4 A party may disclose information which would otherwise be confidential if and to the extent: (a) required by the law of any relevant jurisdiction; (b) required by any Relevant Authority or Taxation Authority to which the party making the disclosure is subject, permit whether or not such requirement has the force of law; (c) required to vest the full benefit of this Agreement in that party; (d) disclosure is made to its Representatives, provided that any other Member such Representative is first informed of the Company’s Group or in confidential nature of the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules information and such Representative acts in accordance with the AIM Nomad Rules provisions of clause 8.3 as if it were a party hereto; (e) the information has come into the public domain through no fault of that party; or under the Listing Rules (f) each of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes other parties has given prior written approval to the others that it shall use all reasonable endeavours to ensure disclosure, provided that any information of a secret or confidential nature received by disclosure shall, so far as it from any other party (“Confidential Information”) shall practicable, be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) only after consultation with the written approval each of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 11.1. Subject to the provisions of this Clause 11 and save and except for the Public Announcement or any communication pursuant to Applicable Law, no announcement, circular or communication (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to makeeach an “Announcement”) any announcement or press release concerning the subject matter existence or content of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Agreement shall be treated as confidential made by it and any Party and/or its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Affiliates without the prior written approval of the other parties, which in the case of any announcement shall Parties (such approval not to be unreasonably withheld or delayed).
11.2. Clause 11 does not apply in respect of any Announcement if, and to the extent that, it is required to be made by Applicable Law, the rules of any stock exchange or any other Governmental Authority of competent jurisdiction to which the Party making the Announcement is subject, whether or not any of the same has the force of Applicable Law; provided that, any Announcement shall, so far as is practicable, be made after consultation with the other Parties and after taking into account such Party’s reasonable requirements regarding the content, timing and manner of dispatch of the Announcement in question. The Seller and the Purchaser shall disclose and communicate, to the extent required, any Transaction Document, including this Agreement, to the Company, for making requisite disclosures to the stock exchanges.
11.3. Without prejudice to the generality of Clause 11 and subject to the provisions of this Clause 11.3, provided Completion occurs, the Seller and its Affiliates shall treat, as strictly confidential, for a period of 36 (thirty six) months until after the Completion, any information available with it relating to the Company and its Subsidiaries (including customer related information, pricing, Company specific strategies etc.).
11.4. A Party may disclose information which would otherwise be confidential, if and to the extent:
(i) required by the law of any relevant jurisdiction;
(ii) required by any Governmental Authority to which the Party making the disclosure is subject, whether or not such requirement has the force of law;
(iii) required to vest the full benefit of this Agreement and/or the GA Share Purchase Agreement in either Party;
(iv) disclosure is made to any Affiliate of the Seller or member of the Purchaser’s Group or to the professional advisers, auditors and bankers of either Party provided such Persons have been informed about and have accepted the confidentiality requirement of this Clause 11 in writing;
(v) the information has come into the public domain through no fault of the Party disclosing such information; or
(bvi) the other Parties have given prior written approval to the extent required by law or by the London Stock Exchange or disclosure; provided, further that any other competent regulatory bodydisclosure shall, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do soso far as is practicable, before disclosure occurs and co-operate be made only after consultation with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParties.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 8.1 Save as otherwise provided in this Agreement, none of the Parties shall make (disclose any information concerning this Agreement or in the case of transactions contemplated herein or any other arrangement involving the Company, permit any other Member of CICC HK Securities and the Company’s Group or in Investor without the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the prior written approval consent of the other partiesParties. Notwithstanding the foregoing, which in the case of any announcement shall not this Agreement may be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partydisclosed:
(a) to the extent that Hong Kong Stock Exchange, the information is in or comes into SFC and/or any other relevant regulatory authorities and the public domain (which includes the summary background of the terms of this agreement Investor and its relationship between the Company and the Investor may be described in the admission document Public Documents to be published issued by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyCompany;
(b) to that party’s professional the legal and financial advisers, auditors or bankersauditors, but before any disclosure to any directors, representatives, agents and employees of the Parties and their affiliates on a need-to-know basis provided that such person, the relevant party Party shall (i) procure that he each such adviser and their respective directors and employees is made aware and complies with all the confidentiality obligations set forth herein and (ii) remain responsible for any breach of such confidential obligations by such adviser or their respective directors or employees; and
(c) otherwise by any Party as may be required by any applicable Laws, any government, court or regulatory authority or body with jurisdiction over such Party (including without limitation to the terms Hong Kong Stock Exchange, the SFC and the China Securities Regulatory Commission) or stock exchange rules (including submitting this Agreement as a material contract to the Hong Kong Companies Registry for registration and making it available for inspection by the public in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules) or any binding judgment, order or requirement of this clause and any competent authority.
8.2 The Company shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound provide for review by the provisions Investor of any statement in any of the Public Documents which relates to this clause; or
(c) received Agreement, the relationship between the Company and the Investor and the general background information on the Investor prior to publication. The Investor shall cooperate with the Company and CICC HK Securities to ensure that all references to it in good faith by the recipient from a third party that is such Public Documents are true, complete, accurate and not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shallmisleading, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties comments promptly to the Company and shall CICC HK Securities and their respective counsel.
8.3 The Investor hereby agrees that after reviewing the description in relation to it to be obliged included in such drafts of the Public Documents from time to act and vote on all matters pertaining time provided to the Board Investor and making such amendments as may be reasonably required by the Investor (if any), the Investor warrants that such description is true and accurate and is not misleading. Without prejudice to the provisions of clause 8.2, the Investor irrevocably consents to the reference to, and inclusion in what they perceive to promote the success Public Documents, roadshow materials and such other announcements which may be issued by the Company and/or CICC HK Securities in connection with the Global Offering of, its name, and all or part of the Companydescription of this Agreement, its background information and its relationship with the Company and/or CICC HK Securities. The Investor undertakes promptly to provide such further information and/or supporting documentation relating to it, its ownership and/or otherwise relating to the matters referred thereto which may reasonably be required by the Company or CICC HK Securities to (i) update the description of the Investor in the Public Documents subsequent to the date of this Agreement and to verify such references, and (ii) enable the Company and CICC HK Securities to comply with applicable companies or securities registration and/or the requests of competent regulatory authorities, including without limitation the Hong Kong Stock Exchange and the SFC.
Appears in 1 contract
Samples: Cornerstone Investment Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (or in the case of the Company15.1 Subject to sub-Clause 15.2 below, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any no announcement or press release disclosure concerning the subject Agreement or any ancillary matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that nor concerning any information of a secret confidential or confidential proprietary nature received by it from of ACL or any other party (“Confidential Information”) member of the SAI Group shall be treated as confidential made by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with parties hereto without the prior written approval of the other parties, which in the case of any announcement shall such approval not to be unreasonably withheld or delayed.
15.2 Either party may disclose information concerning this Agreement or any ancillary matter which would otherwise be confidential if and to the extent:
(i) required by the law of any relevant jurisdiction;
(ii) required by existing contractual obligations;
(iii) required by any securities exchange or regulatory or governmental body to which either party is subject or submits, wherever situated, whether or not the requirement for information has the force of law;
(iv) required to vest the full benefit of the Agreement in the other either parties;
(v) disclosed to the professional advisors, auditors and bankers of each party;
(vi) the information has come into the public domain through no fault of that party; or
(bvii) the other party has given prior written approval to the extent required by law disclosure, such approval not to be unreasonably withheld or by delayed in which case the London Stock Exchange or any other competent regulatory body, but a party required concerned shall take all such steps as may be reasonable and practicable in the circumstances to disclose any Confidential Information or make any agree the contents of such announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of before making such disclosure announcement PROVIDED THAT any such announcement shall be made only after consultation with or announcement or other action which notice to the other parties may reasonably elect to take to challenge the validity of such requirementparty.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) 15.3 Subject to the extent that the sub-Clause 15.2, each party shall treat as strictly confidential all information is in received or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than obtained as a result of a breach of any undertaking entering into or duty of confidentiality by that party;
(b) performing the Agreement which relates to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; orthe Agreement, the negotiations relating to the Agreement, the subject matter of the Agreement or the other parties.
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach 15.4 Notwithstanding any termination of this clauseAgreement, the restrictions contained in this Clause shall continue to apply after such termination for a period of five years thereafter.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 12.1 The Vendor hereby unconditionally and irrevocably undertakes to provide all such information known to it or which on reasonable enquiry ought to be known to it and relating to the Group as may reasonably be required by the Purchaser for the purpose of complying with any requirement of (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to makei) any applicable law or Court order, or (ii) any governmental or regulatory authorities.
12.2 Save as required by (i) any applicable law or Court order, or (ii) any governmental or regulatory authorities (in which case such disclosure shall not be released unless the contents of which have been approved by the other Parties), no press or other announcement or press release concerning shall be made in connection with the subject matter of [the Term Sheet and] this agreement, save as required under Agreement by any Party without the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the prior written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParty.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) 12.3 Subject to the extent that the information is in or comes into the public domain (which includes the summary Clause 12.2, neither of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party Parties shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shallmake, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably Group not to make in connection with any announcement which or release or disclose any information concerning the Company is required Term Sheet, this Agreement or the transactions herein referred to make pursuant or disclose the identity of the other Party (save disclosure to their respective professional advisers under a duty of confidentiality) without the prior written consent of the other Party hereto. Notwithstanding anything contained in this Agreement, the Parties hereby agree that the company secretary of the Purchaser or any other person nominated by the Purchaser shall have the right to communicate with, and/or prepare or disclose any information and/or announcement concerning the Term Sheet, this Agreement or the transactions herein referred to or disclose the identity of the other Party to the AIM Rules as a result SEC, the NASDAQ and/or any other regulatory authority for the sole purpose of fulfilling its obligations under the Securities Act and/or any transaction or other relationship entered into between the Company’s Group applicable laws and any Member of the Shareholder’s Groupregulations.
7.6 The Shareholder acknowledges that all directors 12.4 This Clause shall remain effective notwithstanding Completion or termination of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Companythis Agreement.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Technology Development Group Corp)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 8.1 Neither Party nor any Affiliate of either Party shall make any announcements with regard to this Agreement or any transactions contemplated herein unless prior thereto it furnishes the other Party with a copy of such announcement and obtains the prior written consent of the other Party to such announcement (such consent not to be unreasonably withheld or delayed) except to the extent such Party (or in its Affiliate) is required by law, the case of Licence Interest Documents, or the Company, permit any other Member of the Company’s Group or in the case requirements of a Shareholdercompetent government agency or other regulatory body, permit or any of its Associates recognised stock exchange or exchange regulated market in compliance with their rules and regulations to make) make any such announcement or press release concerning the subject matter of otherwise than in compliance with this agreement, save as required under the AIM Rules and Clause 8 in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall which case such Party will use all reasonable endeavours to ensure that any provide to the other Party notification and a copy of such announcement two (2) Business Days prior to the date the announcement is to be made.
8.2 The terms of this Agreement and all discussions and information of a secret or confidential nature received by it from any other party exchanged between the Parties in connection with the transactions contemplated herein (the “Confidential Information”) shall be treated as held confidential by it and its officers, employees, advisers, representatives and agents the Parties and shall not be disclosed divulged in any way to any third party.
7.3 Nothing party other than in this clause prevents any announcement being made connection with the Secretary’s Consent or any the Intercreditor Agreement, by one Party without the prior written approval of the other Party; provided that either Party may, without such approval, disclose such Confidential Information being disclosedto:
(a) with any Affiliate of such Party, provided that such Affiliate is bound by the written approval provisions of the other parties, which in the case this Clause 8 and that such Party is responsible for any violation of any announcement shall not be unreasonably withheld or delayed; orthis provision by its Affiliate;
(b) any professional consultants or other professional advisers, provided they are under existing confidentiality obligations or the disclosing Party obtains a similar undertaking of confidentiality (but excluding any right to make further disclosure) from such consultants or advisers;
(c) any independent legal advisors engaged, or proposed to be engaged, by or on behalf of a Party or an Affiliate where such legal advisors are bound by an obligation of confidentiality;
(d) any bank, financial institution or investor from whom such Party is seeking or obtaining finance, financial advice or an investment, provided the disclosing Party obtains a similar undertaking of confidentiality (but excluding any right to make further disclosure) from such bank, financial institution or investor;
(e) to the extent required by law any applicable laws, the Licences, the other Licence Interest Documents or by the London Stock Exchange requirements of any recognised stock exchange in compliance with its rules and regulations;
(f) a bona fide prospective transferee of a Party’s interest, or portion thereof in a Licence to the extent appropriate in order to allow the assessment of such interest (including an entity with whom a Party and/or its Affiliate are conducting bona fide negotiations directed towards a merger, consolidation or sale of the majority of its or an Affiliate’s shares);
(g) any other government agency (including any Tax authority) reasonably requesting such information; or
(h) any court of competent regulatory body, but a party required jurisdiction acting in pursuance of its powers.
8.3 The above undertaking of confidentiality shall not extend to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partyis:
(a) generally available to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality wrongful disclosure by that party;a Party; or
(b) available to that party’s professional advisers, auditors or bankers, but before any disclosure a Party on a non-confidential basis from a source other than the other Party if such source is entitled to any disclose such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the information.
8.4 The provisions of this clause; or
Clause 8 shall survive for two (c2) received in good faith by years from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach date of any termination of this clauseAgreement.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Endeavour International Corp)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No 11.1 Save as (but only to the extent) expressly required by law or by any relevant regulatory, governmental or quasi-governmental authority, all announcements by, for or on behalf of any of the parties to this Agreement concerning the existence or content of this Agreement and any document in the agreed form shall be in a form approved in writing by the parties in advance of issue.
11.2 Each party shall make (at all times after the date of this Agreement keep and procure to be kept strictly confidential all information belonging to any of the other parties received or obtained as a result of entering into or performing this Agreement and any document in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning agreed form which relates to:
11.2.1 the subject matter and provisions of this agreementAgreement;
11.2.2 the negotiations relating to this Agreement; and
11.2.3 the business, save as required under the AIM Rules operations, assets, liabilities or financial or other affairs (including future plans and in accordance with the AIM Nomad Rules or under the Listing Rules targets ) of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval of the other parties, which in the case of any announcement and shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to neither use nor disclose any Confidential Information such information except for the purposes of the proper performance of this Agreement or make with the prior written consent of the other parties. Where disclosure is made to any announcement employee, consultant, adviser or agent, it shall promptly notify be made subject to obligations equivalent to those set out in this Agreement and each party shall use its reasonable endeavours to procure that any such employee, consultant, adviser or agent complies with all those obligations. Each party shall be responsible to each of the other parties where practicable and lawful in respect of any disclosure or use of any such information belonging to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such by a person to whom disclosure is made. In this Clause 11.2 disclosure includes disclosure in writing or announcement or by any other action which the other parties may reasonably elect to take to challenge the validity of such requirementmeans.
7.4 Nothing 11.3 The obligations of confidentiality in this clause prevents disclosure Clause 11 shall not extend to a party in respect of Confidential Information by any partymatter which that party can show:
(a) to the extent that the information 11.3.1 is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty the obligations of confidentiality by that partyunder this Agreement;
(b) to 11.3.2 was in that party’s professional advisers, auditors or bankers, but before any disclosure written records prior to the date of this Agreement and not subject to any such personobligations of confidentiality;
11.3.3 was independently disclosed to that party by a third party entitled to disclose it;
11.3.4 is required to be disclosed for the purposes of stamping, by law of any relevant jurisdiction or for the purpose of any judicial or quasi-judicial proceedings;
11.3.5 is required by or for the purposes of any filing or registration by a party with any regulatory, governmental or quasi-governmental authority to which any party is subject or submits and wherever situated, (including the UK Listing Authority, the relevant party shall procure that he is made aware Land Registry and HMRC) and whether or not the requirement for information has the force of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clauselaw; or
(c) received in good faith by the recipient from 11.3.6 is disclosed on a third party that is not knowingly used or disclosed strictly confidential, need to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant know basis to the AIM Rules as a result employees, professional advisors, auditors, potential financiers and bankers of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Groupsuch party.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of the Entire Issued Share Capital (Aqua Metals, Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 14.1 No party announcement concerning this Agreement or the Transaction Documents shall make be made by one Party (whether prior to or in after the case Closing Date) without the prior approval of the Company, permit any except for such announcement as may be required by applicable Laws or the rules of a stock exchange binding on the relevant Party, in which event the disclosing Party shall notify the other Member Parties and take into consideration reasonable comments made by such other Parties.
14.2 In addition to the foregoing, the Parties understand and acknowledge that this Agreement, the Transaction Documents, the oral or written information exchanged between or obtained by the Parties and their Affiliates as a result of the Company’s Group Transaction Documents, the information related to any dispute arising from or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admissionthe performance, each party undertakes to interpretation, breach, termination or validity of the others that it shall use Transaction Documents are all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers. The Parties shall, employees, advisers, representatives and agents and shall procure each of their representatives (including but not be disclosed limited to any senior management staff, Director, employee, shareholder, agent and Affiliate), keep confidential and not disclose to any third party.
7.3 Nothing in this clause prevents party (excluding any announcement being made shareholder, investor or any potential investor, Affiliate and professional advisor of the Company or of the Investor) the Confidential Information being disclosedunless:
(a) with 14.2.1 the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld Confidential Information is or delayed; or
(b) becomes generally available to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a disclosure by a Party or its representatives in breach of any undertaking Transaction Documents to which such Party is bound or duty of a third party source that was bound by a confidentiality by that partyagreement;
(b) 14.2.2 the Confidential Information was available to that party’s professional advisers, auditors the Party or bankers, but before any its representatives on a non-confidential basis prior to its disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clauseother Parties hereto or its representatives; or
(c) received in good faith by 14.2.3 the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company Confidential Information is required to make pursuant be disclosed under applicable Law, including but not limited to the AIM Rules disclosure made in accordance with any listing rule or any securities regulatory authority, in which case the Party having a disclosure obligation shall, at the reasonable time before the disclosure, consult other Parties over such disclosure and shall, as a result per the requirements of any transaction other Parties, seek possible confidential treatments for the Confidential Information subject to disclosure.
14.3 The restriction in this clause 14 shall continue to apply after the termination of this Agreement without limit in point of time, but shall cease to apply to information or other relationship entered knowledge which may properly come into between the Company’s Group and any Member public domain through no fault of the Shareholder’s Grouprestricted Party.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 12.1 No party Party shall make (issue any press release or in the case of the Company, permit any other Member of the Company’s Group public document or in the case of a Shareholder, permit make any of its Associates to make) any announcement public statement connected with or press release concerning the subject matter arising out of this agreement, save as required under Agreement without obtaining the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written prior approval of the other parties, which in Parties to the case contents thereof and the manner of any announcement shall its presentation and publication (such approval not to be unreasonably withheld or delayed; or
(b) unless any Party or a company associated with any of them is required so to the extent required do by law or by pursuant to the requirements of any relevant regulatory authority in Japan, the United Kingdom or elsewhere including The London Stock Exchange or any other competent regulatory body, but a party required the Tokyo Stock Exchange in force from time to disclose any Confidential Information or make any announcement time in which case that Party shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate consult with the other parties regarding the timing Parties prior to issue and content have due regard (so far as that Party is able) to all reasonable comments of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParties.
7.4 Nothing in 12.2 None of the Parties shall use for any other purpose than the performance of this clause prevents disclosure of Confidential Information by Agreement divulge or communicate to any party:
person (a) except to the extent that such communication is necessary for the implementation of this Agreement) any of the trade secrets or confidential knowledge or any financial or trading information relating to any other Party, which it may receive or obtain as a result of negotiating entering into or performing this Agreement. The restriction in this clause 12 shall not apply to any information:
12.2.1 which is in within the public domain or comes into becomes within the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other otherwise than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause12.2); or
(c) received 12.2.2 which was in good faith the possession of such Party prior to its disclosure;
12.2.3 which is disclosed to that Party by the recipient from a third party which did not acquire the information under an obligation of confidentiality;
12.2.4 which is independently acquired by that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules Party as a result of work carried out by an employee to whom no disclosure of such information has been made;
12.2.5 which is disclosed in accordance with the requirements of law, any transaction stock exchange regulation or any binding judgement, order or requirement of any court or other relationship entered into between the Companycompetent authority;
12.2.6 which is disclosed in confidence to a Party’s Group and any Member of the Shareholder’s Groupprofessional advisers for a purpose reasonably incidental to this Agreement.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (WPP PLC)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (or in 11.1 Subject to the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter following provisions of this agreementClause 11 (Announcements and confidentiality ), save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) no announcement shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed made in relation to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosedAgreement unless:
(a) with the written approval of the other parties, which it is in the case of any announcement shall not be unreasonably withheld or delayedagreed form; or
(b) it is required to be made by law or regulation or by any Relevant Authority to which a party or any of its Associates is subject or submits, in which case that party shall to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where reasonably practicable and lawful to do so, before disclosure occurs and co-operate consult with the other parties regarding party as to the form, content and timing of the announcement; or
(c) the prior written approval of the Buyer and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementSellers’ Representative has been obtained.
7.4 Nothing in this clause prevents 11.2 Without prejudice to the NDA, the parties shall not, and each Sellers shall procure that none of his or her Associates shall and the Buyer shall procure that no other member of the Buyer’s Group shall, disclose or otherwise make use of (and shall use reasonable endeavours to prevent the publication or disclosure of) the contents or terms of Confidential Information by any partyof the Transaction Documents, unless and then only to the extent that disclosure is:
(a) made by a party to its Associates;
(b) made by a party on a confidential basis to its professional advisers in connection with their provision of professional services;
(c) made by a party on a confidential basis to its financiers or potential financiers in connection with its financing or refinancing arrangements;
(d) required by a party in connection with an application for a Tax clearance, grant or other concession;
(e) made under the terms of an announcement permitted by this Agreement;
(f) required to be made by law or regulation or by any Relevant Authority to which the disclosing party is subject or submits, provided that it shall (to the extent that permitted) promptly notify the other party of this fact and take into account its reasonable requirements as to the timing, content and manner of making such disclosure; or
(g) restricted to information which at the time of disclosure is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third disclosing party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each any of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s GroupTransaction Documents).
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Sale and Purchase Agreement (FiscalNote Holdings, Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (or 9.1 Except in the case respect of the CompanyCompany Announcement, permit any other Member the Circular or as required by law or by a governmental or regulatory or supervisory body or authority of competent jurisdiction to whose rules the Company’s Group or in party making the case of a Shareholder, permit any of its Associates to make) any announcement or disclosure is subject (including the Stock Exchange and the SFC), whether or not having the force of law, no press release concerning release, announcement or circular or disclosure in connection with the existence or subject matter of this agreementAgreement shall be made or issued by or on behalf of the Company without the prior written approval of the Subscriber.
9.2 In respect of the Company Announcement, save as required under the AIM Rules Circular and any other announcement or disclosure made in accordance reliance on the exception in clause 9.1, the Company shall consult with the AIM Nomad Rules Subscriber and its legal adviser in advance as to its form, content and timing and take into account their comments before making such announcement or under the Listing Rules of the London Stock Exchangedisclosure.
7.2 Save as required 9.3 The Company shall provide copies of all announcements or written disclosures issued by it in connection with Admission, each party undertakes this Agreement to the others that it Subscriber.
9.4 Each party shall use all reasonable endeavours to (and shall procure each of its Affiliates to) keep confidential (and ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its directors, shareholders, officers, employees, advisers, representatives and agents and professional and other advisers keep confidential) any information which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement) or which relates to the other party (collectively, Confidential Information).
9.5 No party shall not be disclosed disclose to any third party.
7.3 Nothing in this clause prevents any announcement being made or party any Confidential Information being disclosedwithout the consent of the other parties. In performing its obligations under this clause 9, each party shall apply the confidentiality standards and procedures it applies generally in relation to its own confidential information.
9.6 The obligation of confidentiality under clause 9 does not apply to:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent disclosure required by law or by the London Stock Exchange any stock exchange or any regulatory, governmental or antitrust body (including any tax authority) having applicable jurisdiction, provided that the disclosing party shall first inform the other competent regulatory body, but a party required of its intention to disclose any Confidential Information or make any announcement shall promptly notify such information and take into account the reasonable comments of the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) disclosure of Confidential Information which was lawfully in the possession of that party or any of its Representatives (in either case as evidenced by written records) without any obligation of secrecy prior to its being received or held;
(c) disclosure of Confidential Information which has previously become publicly available other than through that party’s professional advisers, auditors fault (or bankers, but before that of its Representatives);
(d) disclosure required for the purpose of any disclosure to any such person, the relevant party shall procure that he is made aware of the terms arbitral or judicial proceedings arising out of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clauseAgreement; or
(ce) received in good faith by the recipient from a third party that is not knowingly used disclosure or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company use is required to make pursuant enable a party to perform this Agreement or enforce its rights under this Agreement or otherwise vest the AIM Rules as a result full benefit of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Groupthis Agreement in that party.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Subscription Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No 8.1. Neither party shall make (or in the case of the Company, permit any other Member person to make any press release or other public announcement about this Agreement or the transactions contemplated by it without the consent of the other party (which shall not be unreasonably withheld, conditioned or delayed).
8.2. Clause 8.1 shall not apply to:
(a) any public announcement about this Agreement or the transactions contemplated by it made by the Buyer and/or the Seller with the prior consent of both parties; or
(b) any other public announcement of the acquisition of the Sale Shares made by the Buyer or any member of the Buyer’s Group, including any announcement to the customers or suppliers of (i) the Company or (ii) any other member of the Buyer’s Group, which contains no material information relating to this Agreement and the transactions contemplated by it that is not contained in that press release.
8.3. The Seller shall not, at any time after Completion, disclose or use any confidential information relating to the Company or any of the Company’s Group customers or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreementsuppliers, save as required under for the AIM Rules and in accordance with the AIM Nomad Rules purposes only of any continuing employment or under the Listing Rules engagement of the London Stock Exchange.
7.2 Save as required in connection with AdmissionSeller by the Company or any member of the Buyer’s Group, each party undertakes to and the others that it Seller shall use all reasonable endeavours to ensure that prevent the publication or disclosure of any such confidential information. This clause shall not prohibit the use or disclosure of any such confidential information of a secret or confidential nature received to the extent permitted by it from any other clause 8.5.
8.4. Subject to clauses 8.5 and 8.7, each party (“Confidential Information”) shall be treated treat the following information as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made disclose or any Confidential Information being discloseduse it:
(a) with the written approval details of the other partiesprovisions of this Agreement and any agreement, which document or arrangement entered into in the case of any announcement shall not be unreasonably withheld or delayed; orconnection with this Agreement;
(b) information relating to the negotiations leading to the execution of this Agreement and any agreement, document or arrangement entered into in connection with this Agreement; and
(c) (to the extent obtained as a result of or in connection with entering into, or fulfilling obligations under, this Agreement) information relating to the Buyer or any member of the Buyer's Group or to the Seller.
8.5. A party may disclose or use information otherwise required by law clause 8.3 or by the London Stock Exchange or any other competent regulatory body, but a party required clause 8.4 to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partybe treated as confidential:
(a) if and to the extent included in the announcement referred to in clause 8.2(a) (but only for the purpose of such announcement);
(b) if disclosed to or used by that party's insurers, professional advisers, auditors or bankers (at any relevant time); any other member of the Buyer's Group; or the insurers, professional advisers, auditors or bankers (at any relevant time) of any other member of the Buyer’s Group;
(c) if and to the extent required for the purpose of any legal (including arbitration and regulatory) proceedings arising out of this Agreement or any other agreement, document or arrangement entered into in connection with this Agreement;
(d) if and to the extent the information is in or comes into the public domain through no fault of that party; or
(which includes the summary e) if disclosed to or used by any permitted assignee, or any prospective buyer of any of the terms Sale Shares or any material assets of this agreement the Company, or any prospective investor in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;Buyer's Group after Completion.
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant 8.6. Each party shall procure ensure that he any person to whom confidential information is disclosed pursuant to clause 8.5(b) or 8.5(e) is made aware of the terms obligations of confidentiality contained in this clause and shall use its reasonable endeavours to procure that such person adheres to those terms complies with clause 8.4 (and in the case of confidential information disclosed by a Seller, clause 8.3) as if he were bound binding on it directly.
8.7. Any party may disclose or use information otherwise required by clause 8.1 or clause 8.4 to be treated as confidential, or may make, or permit any person to make, any press release or other public announcement:
(a) if and to the extent required by applicable law, regulation or regulator (including the SEC (including, for the avoidance of doubt, any announcement or statement made in a registration statement filed with the SEC by the provisions Buyer or any member of this clausethe Buyer’s Group) in any relevant jurisdiction; orand
(cb) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, if and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result extent required or requested by any court, competent regulatory or governmental body, Tax Authority or securities exchange in any relevant jurisdiction, whether or not the requirement or request has the force of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Grouplaw.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Agreement Relating to the Sale of Shares (Games Global LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 9.1 A Party shall not issue any press release or make (any public statement with respect to the terms or in existence of this Agreement and the case transactions contemplated hereby without the prior written consent of the Companyother Party, permit such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, where a release or statement is required to be issued by applicable law, legal proceedings or by obligations pursuant to any listing agreement with any stock exchange having jurisdiction over such Party or its Affiliates, the Party intending to make the release or statement will, to the extent permissible, advise the other Member Party prior to the impending announcement and communication and will seek to accommodate the stated interest of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchangesaid other Party.
7.2 Save as required in connection with Admission, each party undertakes 9.2 This Agreement and all information related thereto provided by one Party to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (collectively the “Confidential Information”) shall be treated as kept confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed by either Party to any third party.
7.3 Nothing in this clause prevents any announcement being made party without the prior written consent of the other Party which owns or any Confidential Information being disclosedis entitled to use such information, provided that disclosure may be made:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent as required by applicable law or by the London Stock Exchange any expert determination or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in arbitration under this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyAgreement;
(b) pursuant to that partyany requirements of any stock exchange applicable to a Party or its Affiliates;
(c) to a Party's (or its Affiliate's), respective officers, directors, employees and advisers where disclosure of such Information is essential to such individuals’ work subject to each Party taking sufficient precautions to ensure the relevant information is kept confidential;
(d) to contractors and consultants engaged, or proposed to be engaged, by any Party where disclosure of Information is essential to such contractor’s or consultant’s work for such Party;
(e) to any person from whom such Party is seeking or obtaining finance, and to its and their professional advisers, auditors upon obtaining a similar undertaking of confidentiality (but excluding this proviso) from such person and its and their professional advisers;
(f) as required to be made by the Seller under a Contract, a JOA or bankersin satisfying the Conditions Precedent, but before any or
(g) to the extent the Information which, through no fault of a Party, becomes a part of the public domain.
9.3 Any disclosure under clauses 9.2(c) or 9.2(d) must be made on a confidential basis on terms not less onerous to any such person, the relevant party shall procure that he is made aware of recipient than the terms of this clause 9 and shall use its reasonable endeavours to procure that the Party making such person disclosure is responsible for ensuring the recipient adheres to those the terms as if he were bound of such disclosure and indemnifies the other Party against all claims, losses or liabilities resulting from unauthorised disclosure by the recipient or by any third party to whom the relevant Information is subsequently disclosed.
9.4 To the extent possible and permitted by law and the rules of any relevant stock exchange, any disclosure under clauses 9.2(a), 9.2(b) and 9.2(f) must be made on a confidential basis.
9.5 The provisions of this clause; or
clause 9 shall continue to apply notwithstanding termination of this Agreement in whole or in part for any reason prior to Completion, for a period of two (c2) received in good faith years from termination. After Completion, this clause 9 shall continue to apply to the terms of this Agreement and to such of the Information which is not covered by the recipient confidentiality provisions of the XXXx, for a period of two (2) years from Completion. The preceding sentence shall not prevent a third party that is not knowingly used or disclosed to others by the recipient party in Party bringing a claim hereunder after Completion for any breach of this clauseclause 9 occurring prior to Completion.
7.5 9.6 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into Confidentiality Agreements between the Company’s Group Seller and any Member of Vaalco Energy Inc., dated 10 September 2020, are both terminated with effect from the Shareholder’s GroupExecution Date.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Vaalco Energy Inc /De/)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 9.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning circular in connection with the existence or the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Agreement shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with issued by or on behalf of Parties without the prior written approval of the Parties. This shall not affect any announcement or circular required by law or any regulatory body or the rules of any recognised stock exchange but the Party with an obligation to make an announcement or issue a circular shall consult with the other partiesParty insofar as is reasonably practicable--before complying with such-an obligation.
9.2 Subject to Clauses 9.1 and 9.3, each Party shall treat as confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into under this Agreement) which relates to:
9.2.1 the provisions of this Agreement and any agreement entered into pursuant to this Agreement;
9.2.2 the negotiations relating to this Agreement (and such other agreements); or
9.2.3 the business, financial or other affairs of the other Party (including future plans and targets).
9.3 Clause 9.2 shall not prohibit disclosure or use of any information if and to the extent:
9.3.1 the disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange;
9.3.2 the disclosure or use is required to vest the full benefit of this Agreement in the relevant Party;
9.3.3 the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is reasonably required to be made to a Taxation authority in connection with the Taxation affairs of the disclosing Party;
9.3.4 the disclosure is made to professional advisers of the disclosing Parties provided that such professional advisers comply with the provisions of Clause 9.2 in respect of such information as if they were a party to this Agreement;
9.3.5 the information becomes publicly available (other than by breach of this Agreement);
9.3.6 the Parties have given prior written approval to the disclosure or use; or
9.3.7 the information is independently developed after Completion, provided that prior to disclosure or use of any information pursuant to Clauses 9.3.1, 9.3.2, 9.3.3 (except in the case of any announcement shall not be unreasonably withheld disclosure to a Taxation authority) or delayed; or
(b) to 9.3.4, the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement Party concerned shall promptly notify the other parties where practicable and lawful Party of such requirement with a view to do so, before disclosure occurs and co-operate providing the other Party with the other parties regarding opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementuse.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party Neither Party nor any Affiliate of either Party shall make any announcements with regard to this Deed or any transactions contemplated herein unless prior thereto it furnishes the other Party with a copy of such announcement and obtains the prior written consent of the other Party to such announcement (such consent not to be unreasonably withheld or delayed) except to the extent either Party (or in an Affiliate) is required by law, the case of Licence Interest Documents, or the Company, permit any other Member of the Company’s Group or in the case requirements of a Shareholdercompetent government agency or other regulatory body, permit or any of its Associates recognised stock exchange or exchange regulated market in compliance with their rules and regulations to make) make any such announcement or press release concerning the subject matter of otherwise than in compliance with this agreement, save as required under the AIM Rules and Section Error! Reference source not found. in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall which case such Party will use all reasonable endeavours to ensure that any provide to the other Party notification and a copy of such announcement two (2) Business Days prior to the date the announcement is to be made.
7.2 The terms of this Deed and all discussions and information of a secret or confidential nature received by it from any other party exchanged between the Parties in connection with the transactions contemplated herein (the “Confidential Information”) shall be treated as held confidential by it and its officers, employees, advisers, representatives and agents the Parties and shall not be disclosed divulged in any way to any third party.
7.3 Nothing in party other than solely to the extent necessary to satisfy any conditions to the signing of this clause prevents Deed including any announcement being made or any notification to the Secretary, by one Party without the prior written approval of the other Party; provided that either Party may, without such approval, disclose such Confidential Information being disclosedto:
(a) with any Affiliate of such Party, provided that such Affiliate is bound by the written approval provisions of the other parties, which in the case this Section 6 and that such Party is responsible for any violation of any announcement shall not be unreasonably withheld or delayed; orthis provision by its Affiliate;
(b) any professional consultants or other professional advisers, provided they are under existing confidentiality obligations or the disclosing Party obtains a similar undertaking of confidentiality (but excluding any right to make further disclosure) from such consultants or advisers;
(c) any independent legal advisors engaged, or proposed to be engaged, by or on behalf of a Party or an Affiliate where such legal advisors are bound by an obligation of confidentiality;
(d) any bank, financial institution or investor from whom such Party is seeking or obtaining finance, financial advice or an investment, provided the disclosing Party obtains a similar undertaking of confidentiality (but excluding any right to make further disclosure) from such bank, financial institution or investor;
(e) to the extent required by law any applicable laws, the Licences, the other Licence Interest Documents or by the London Stock Exchange requirements of any recognised stock exchange in compliance with its rules and regulations;
(f) a bona fide prospective transferee of a Party’s interest, or portion thereof in a Licence to the extent appropriate in order to allow the assessment of such interest (including an entity with whom a Party and/or its Affiliate are conducting bona fide negotiations directed towards a merger, consolidation or sale of the majority of its or an Affiliate’s shares);
(g) any other government agency (including any Tax authority) reasonably requesting such information; or
(h) any court of competent regulatory body, but a party required jurisdiction acting in pursuance of its powers.
7.3 The above undertaking of confidentiality shall not extend to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partyis:
(a) generally available to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality wrongful disclosure by that party;a Party; or
(b) available to that party’s professional advisers, auditors or bankers, but before any disclosure a Party on a non-confidential basis from a source other than the other Party if such source is entitled to any disclose such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the information.
7.4 The provisions of this clause; or
Section Error! Reference source not found. shall survive for two (c2) received in good faith by years from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result date of any transaction or other relationship entered into between the Company’s Group and any Member termination of the Shareholder’s GroupSPA.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Supplemental Deed of Amendment and Restatement (Endeavour International Corp)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party a. The Purchaser and the Vendors shall make treat as strictly confidential and not use any information received or obtained as a result of entering into or performing this Agreement (or in the case of the Company, permit any other Member of agreement entered into under or pursuant to the Company’s Group or in Transaction Documents) which relates to:
i. the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter provisions of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules Agreement (or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party Transaction Document);
ii. the negotiations relating to this Agreement (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to such any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayedTransaction Document); or
iii. any other parties and their Affiliates as at Signing Date and the business carried on by each of them.
b. No announcements or press or media releases regarding the existence or contents of the Transaction Documents shall be made by any of the Parties unless and until the form and content of such announcement or release (bincluding any mention of the Consideration) have been submitted to and agreed by the Vendors and the Purchaser.
c. The provisions of Clause 10.1 shall not prohibit the announcement, releases, disclosure or use if and to the extent such information is:
i. required by law or for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or any Transaction Document;
ii. required by the London Stock Exchange applicable rules of any stock exchange on which the securities of the Parties to this Agreement (or one of their Affiliates from time to time) are listed or quoted (or on which it is proposed that such securities be listed or quoted during the process of applying to become so listed or quoted) or any other competent regulatory body, but a party Authority;
iii. required to disclose vest the full benefit of this Agreement or any Confidential Information other Transaction Document in any Party;
iv. made to or make any announcement shall promptly notify used on a confidential basis by the other parties where practicable professional advisers, auditors and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement bankers or other action which funding parties or prospective funding parties of each Party (including by BARBEL to the other parties may reasonably elect to take to challenge advisors of Magnum Capital II (SCA) SICAR and its management company and the validity of such requirement.
7.4 Nothing in companies advised or managed by this clause prevents disclosure of Confidential Information by any party:
(a) latter), rating agencies or to the extent that the information disclosure is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document made to be published by the Company a Tax Authority in connection with Admissionthe tax affairs of the disclosing party or a holding company of that party;
v. publicly available (or becomes publicly available) other than as a result of a disclosure by the Parties, or any other person, in breach of any undertaking obligations of confidentiality;
vi. disclosed pursuant to the prior written approval of the Purchaser and the Vendors;
vii. subsequently obtained free of any restrictions on use or duty obligations of confidentiality by from a third party which is itself free of any restrictions on use or obligations of confidentiality with respect to that partyinformation;
(b) viii. already in the possession of that Party and is not subject to that party’s professional advisers, auditors an obligation of confidentiality or bankers, but before any disclosure a restriction on use;
ix. independently developed after the Completion Date; or
x. disclosed to any such personof the direct or indirect shareholder, partner, manager, investor or potential investor in (including by BARBEL to any limited partner of Magnum Capital II (SCA) SICAR or to any entities managed or advised by its management company), or actual or potential debt or equity financiers of, the relevant party shall procure Vendors or in any of its Affiliates provided that he each such person is made aware of the terms confidential nature of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseany information so disclosed.
7.5 d. The Shareholder shall, and restrictions contained in Clause 10 shall procure that each continue to apply for a period of its Associates shall, provide all reasonable cooperation and information which two (2) years from the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s GroupCompletion Date.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party Public announcement
14.1 Neither Party shall with respect to this PLPA make public announcements or issue press releases:
(i) as to DLL without the prior consent of Océ, as to Océ Group without the prior consent of DLLI, which consent shall not be unreasonably withheld; unless an obligation pursuant to mandatory provisions of law require such announcement or release, and in that case, only after having informed and consulted with the other Parties on the wording, timing and manner of such announcement or release or;
(ii) unless an obligation pursuant to applicable stock exchanges regulations require such announcement or release. In such case the other Party will be timely informed and to the extend necessary cooperate in full, especially, but not only, in case of the Company, permit any other Member (discretionary) decision or action of DLL affecting reporting or disclosure obligations of Océ. Confidentiality
14.2 Each of the Company’s Group Parties undertakes not to, at any time during or in after termination of this PLPA, divulge or communicate to any company, person or entity the case Know-how or any confidential information or information of a Shareholder, permit any of its Associates to make) any announcement or press release an apparently confidential nature whatsoever concerning the subject matter business, affairs dealings, transactions, End-Users, suppliers or business relations of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules any or under the Listing Rules all of the London Stock Exchange.
7.2 Save Parties, as required in connection with Admission, each party undertakes well as any information relating to the others that it shall use Rights. Each of the Parties warrants to observe secrecy by itself, its Affiliates, its officers and its advisers with respect to all reasonable endeavours information, data, Know-how and technology (hereinafter referred to ensure that any information of a secret or confidential nature received as the “Secret Information”) obtained by it from any Party and/or from their Affiliates. Neither Party shall make available nor otherwise disclose in any way, to third parties the Secret Information, or in any way use or allow the use of the Secret Information for other party (“Confidential purposes than the execution of this PLPA, unless explicitly authorised by the other Parties in writing or under statutory obligation. These commitments shall cease in so far as the relevant Party can demonstrate that the relevant Secret Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval has become part of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes lawfully through no causes attributable directly or indirectly to the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyrelevant Party;
(b) was already lawfully known to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of Party prior to the terms of this clause and shall use its reasonable endeavours time Parties first entered into negotiations with regard to procure that such person adheres to those terms as if he were bound by the provisions of this clause; orPLP;
(c) received has subsequently been made available to the relevant Party by third parties entitled to do so.
14.3 Océ and its subsidiaries will not—in good faith by the recipient from a Agreed Territories—co-operate with any third party that but DLL and grant to DLL the right of first refusal, with respect to the offering of leases or other financial services to End-Users for Océ products (i.e. products manufactured, distributed or offered by Océ or any of its subsidiaries) except:
(i) in cases and/or categories which may be defined as excluded from the PLP;
(ii) if DLL rejects a proposed transaction in respect of inter alia credit assessment, of the DLL Affiliate involved;
(iii) if no decision is not knowingly used taken by DLL regarding acceptance or disclosed non- acceptance of a proposed transaction within the time frame as agreed in the applicable SLA.
(iv) during a period of orderly rundown. During the Initial Period Océ may terminate, at its sole discretion and on a country by country basis, this exclusivity or right of first refusal for DLL, if and when DLL gives notice of an increase of the Spread (see Annex 7) to others by be applied in any of the recipient party in breach Agreed Territories. By receipt of DLL of this clause.
7.5 The Shareholder shalltermination of exclusivity, and shall procure that each DLL is entitled to give Océ 6 (six) month notice of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply termination with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant regard to the AIM Rules as relevant Accession Agreement. Article 10.2 – 10.3 will apply. Assignment
14.4 DLL is entitled to transfer the FSC’s and its pertaining receivables and DLLI is entitled to transfer the DLL Affiliate holding such FSC’s and the pertaining receivables except for a result transfer to one or more of any transaction Océ’s competitors in the copying and printing business or other relationship entered into between the Companyto one of Océ’s Group lenders. In case of such a transfer to aforesaid parties prior approval of Oce is required. Such consent will not be unreasonably withheld. Amendments and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.waivers
Appears in 1 contract
Samples: Private Label Program Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 12.1 Neither Seller nor the Purchaser shall make (or in the case of the Company, permit any other Member member of the CompanySellers’ Group or the Purchaser’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement concerning this sale and purchase or press release concerning the subject any ancillary matter of this agreementbefore, save as required under the AIM Rules on or after Completion.
12.2 The Purchaser shall and in accordance with the AIM Nomad Rules or under the Listing Rules shall procure that:
(a) each member of the London Stock Exchange.
7.2 Save as required Purchaser’s Group shall keep confidential all information provided to it by or on behalf of either Seller or otherwise obtained by or in connection with Admission, each party undertakes this agreement which relates to any member of the Sellers’ Group; and
(b) if after Completion any Group Company holds confidential information relating to the others that Sellers’ Group, it shall use all reasonable endeavours keep that information confidential and, to ensure the extent reasonably practicable and legally permissible, shall upon either Seller’s written request return that any information of a secret to the relevant Seller or confidential nature received by it from any other party (“Confidential Information”) destroy it, in each case without retaining copies.
12.3 Each Seller shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed procure that:
(a) the Sellers’ Group shall keep confidential all information provided to it by or on behalf of the Purchaser or otherwise obtained by or in connection with this agreement which relates to any third partymember of the Purchaser’s Group; and
(b) if after Completion it holds confidential information relating to any Group Company, it shall keep that information confidential and, to the extent reasonably practicable and legally permissible, shall upon the Purchaser’s written request deliver such confidential information to the Purchaser or destroy it, in each case without retaining copies.
7.3 12.4 Nothing in this clause 12 prevents any announcement being made or any Confidential Information confidential information being disclosed:
(a) with the written approval of the other partiesparties to this agreement, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement confidential information shall promptly notify the other parties parties, where practicable and lawful to do so, before disclosure occurs and co-operate consult with the other parties regarding the timing and content of such disclosure or announcement or other any action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 12.5 Nothing in this clause 12 prevents disclosure of Confidential Information confidential information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;any person; or
(b) to that party’s professional directors, officers, advisers, auditors or bankers, but before any disclosure to any such person, person the relevant party shall procure that he is made aware of the terms of this clause 12 and shall use its reasonable best endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; orclause 12.
12.6 Nothing in this clause 12 prevents disclosure to the Purchaser’s direct or indirect investors (cwhich includes, for the avoidance of doubt, syndicatees) received together with those investors’ directors, officers, advisers, auditors or bankers, provided that in good faith by the recipient period from a third party that is not knowingly used or disclosed to others by the recipient party in breach date of this clause.
7.5 The Shareholder shallagreement to the Completion Date, and shall procure that each such disclosure is restricted to information the relevant member of its Associates shall, the Purchaser’s Group is obliged to provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make such persons pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Groupexisting obligations.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Share Capital (Liberty Global, Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 14.1 No party shall make or permit any person connected with it to make (or in the case of the Company, permit any other Member of the Company’s Group Company or in the case of a the Shareholder, permit any other member of its Associates the Co-op Group to make) any announcement or press release concerning the subject matter of this agreement, Agreement or any ancillary matter save as required under for any summary of this Agreement contained in the AIM Rules and in accordance with Announcement or the AIM Nomad Rules Debt Prospectus or under the Listing Rules of the London Stock Exchangeany prospectus relating to Admission.
7.2 Save as required in connection with Admission, each 14.2 Each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other another party pursuant to this Agreement (“the Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives employees and agents professional advisers and shall not be disclosed to any third partyparty (except as otherwise provided for in this Agreement), save that Confidential Information received by the Shareholder or CBGL may be shared between themselves on a confidential basis.
7.3 14.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval of the other parties, party to which in the case of any announcement shall not be unreasonably withheld Confidential Information relates or delayedbelongs; or
(b) to the extent required by law or regulation or by the FCA, UK Listing Authority, London Stock Exchange or any other competent regulatory body, or where required in connection with any legal proceedings, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties party to which the Confidential Information relates or belongs where practicable and lawful to do so, before disclosure occurs and co-operate with the that other parties party regarding the timing and content of such disclosure or announcement or other action which the that other parties party may reasonably elect to take to challenge the validity of such requirement.
7.4 14.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the Purchasers and Participating Shareholders to the extent that the information relates to and is required to give effect to the provisions in clause 6, including any matter, circumstance or event that may constitute (or give rise to) a breach thereof;
(b) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;subclause 14.2; or
(bc) to that party’s 's professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable best endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or.
(c) received 14.5 Nothing in good faith this clause shall prevent any disclosure relating to this Agreement if and to the extent required by the recipient from a third party that is not knowingly used or disclosed Listing Rules, including any information to others by the recipient party be included in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group annual report and any Member of the Shareholder’s Groupaccounts.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Relationship Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 9.1 No party Party shall, and each Party shall procure that none of its Affiliates shall, issue or make (any public announcement or in statement regarding this Agreement or any transactions contemplated hereby without the case prior written consent of the Companyother Party, permit any other Member of such consent not to be unreasonably withheld or delayed, except to the Company’s Group extent that it is necessary for a Party or its Affiliate to make such public announcement or statement in order to comply with a statutory obligation, an obligation to include information in published or audited accounts, or with the case requirement of a Shareholdercompetent government agency or other regulatory body, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock ExchangeExchange plc, the Securities and Exchange Commission of the United States of America or a recognised stock exchange on which that Party or such Affiliate has its shares or oil production or royalty stock listed, in which event the Party proposing to make such an announcement or statement shall, as soon as practicable and, if possible prior to its release, issue a copy thereof to the other Party. . In all circumstances the Parties shall consult in relation to the form of the announcement.
7.2 Save as required 9.2 The terms and conditions of this Agreement shall be held confidential by the Parties and all information furnished or disclosed to a Party in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received transactions contemplated by it from any other party this Agreement (“Confidential Information”) whether before or after the date hereof shall be treated as held confidential by it such Party and its officersneither the terms of this Agreement nor any Confidential Information shall, employeessubject to Clause 9.1, advisers, representatives and agents and shall not be disclosed divulged in any way to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with party by one Party without the prior written approval of the other partiesParty; provided that such Party may, which in without such approval, disclose the case same to:-
9.2.1 any if its Affiliates provided such Party remains liable for any breach of any announcement shall not be unreasonably withheld or delayedconfidentiality by such Affiliate(s); or
9.2.2 any outside professional consultants or other professional advisers consulted in connection with this Agreement (bincluding an expert and/or accountant appointed hereunder) to provided such Party obtains a similar undertaking of confidentiality (but excluding this proviso) from such consultants and advisers; or
9.2.3 any bank or financial institution from whom such Party is seeking or obtaining finance, provided such Party obtains a similar undertaking of confidentiality (but excluding this proviso) from such bank or institution; or
9.2.4 the extent required by law any applicable laws, the Licence(s), or by the London Stock requirements of any recognised stock exchange or the Securities and Exchange or any other competent regulatory body, but a party Commission of the United States of America in compliance with its rules and regulations; or
9.2.5 the extent required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:Government agency or authority lawfully requesting the same; or
(a) to 9.2.6 any Court of competent jurisdiction acting in pursuance of its powers; or
9.2.7 the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document Agreement or any Confidential Information become public knowledge or for any other reason cease to be published by the Company in connection with Admission) other confidential otherwise than as a result of a through breach of any undertaking or duty of confidentiality by that party;this undertaking.
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, 9.3 Notwithstanding the relevant party shall procure that he is made aware of the terms termination of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by Agreement the provisions of this clause; or
Clause 9 shall continue to apply for a period of three (c3) received in good faith by years from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clausedate hereof.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 11.1. Subject to the provisions of this Clause 11 and save and except for the Public Announcement or any communication pursuant to Applicable Law, no announcement, circular or communication (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to makeeach an “Announcement”) any announcement or press release concerning the subject matter existence or content of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Agreement shall be treated as confidential made by it and any Party and/or its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Affiliates without the prior written approval of the other parties, which in the case of any announcement shall Parties (such approval not to be unreasonably withheld or delayed).
11.2. Clause 11 does not apply in respect of any Announcement if, and to the extent that, it is required to be made by Applicable Law, the rules of any stock exchange or any other Governmental Authority of competent jurisdiction to which the Party making the Announcement is subject, whether or not any of the same has the force of Applicable Law; provided that, any Announcement shall, so far as is practicable, be made after consultation with the other Parties and after taking into account such Party's reasonable requirements regarding the content, timing and manner of dispatch of the Announcement in question. The Sellers and the Purchaser shall disclose and communicate, to the extent required, any Transaction Document, including this Agreement, to the Company, for making requisite disclosures to the stock exchanges.
11.3. Without prejudice to the generality of Clause 11 and subject to the provisions of this Clause 11.3, provided Completion occurs, each Seller and its Affiliates shall treat, as strictly confidential, for a period of 36 (thirty six) months until after the Completion, any information available with it relating to the Company and its Subsidiaries (including customer related information, pricing, Company specific strategies etc.).
11.4. A Party may disclose information which would otherwise be confidential, if and to the extent:
(i) required by the law of any relevant jurisdiction;
(ii) required by any Governmental Authority to which the Party making the disclosure is subject, whether or not such requirement has the force of law;
(iii) required to vest the full benefit of this Agreement in either Party;
(iv) disclosure is made to any Affiliate of the Sellers or member of the Purchaser’s Group or to the professional advisers, auditors and bankers of either Party provided such Persons have been informed about and have accepted the confidentiality requirement of this Clause 11 in writing;
(v) the information has come into the public domain through no fault of the Party disclosing such information; or
(bvi) the other Parties have given prior written approval to the extent required by law or by the London Stock Exchange or disclosure; provided, further that any other competent regulatory bodydisclosure shall, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do soso far as is practicable, before disclosure occurs and co-operate be made only after consultation with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParties.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Share Purchase Agreement (Patni Computer Systems LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Subject to the terms of this Agreement and Section 4.15(b), no announcement or communication (each an “Announcement”) concerning the existence or content of this Agreement and documents referred to herein shall be made by Artemis or New Gold without the prior written approval of the other partiesParty.
(b) Section 4.15(a) does not apply to any Announcement if, and to the extent that such is required by any Governmental Authority (or the rules thereof) to which Artemis or New Gold (as applicable) is subject, provided that Artemis or New Gold (as applicable) shall, to the extent permitted by Applicable Laws and so far as is practicable, inform the other of such requirement and the information required to be disclosed, consult with the other as to possible steps to avoid or limit disclosure, take such of those steps as the other may reasonably require and, where the disclosure is to be made by way of public announcement, make reasonable efforts to agree to the wording of the announcement with the other in advance.
(c) Each Party shall and shall cause its Affiliates to, subject to Section 4.15(d), treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to:
(1) the case subject matter and provisions of any announcement shall not be unreasonably withheld or delayedthis Agreement and the Ancillary Agreements;
(2) the negotiations relating to this Agreement and the Ancillary Agreements; or
(b3) the other Party.
(d) Notwithstanding Section 4.15(c), a Party may disclose information which would otherwise be confidential if and to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partyextent:
(a1) required for the Financing or any alternative financing arrangements entered into in accordance with the terms of this Agreement or any Ancillary Agreement, provided that such financing sources are bound by appropriate confidentiality obligations that are comparable to those of Artemis;
(2) permitted by this Agreement (including Section 4.9);
(3) required by Applicable Laws;
(4) required by any Governmental Authority to which the extent Party making such disclosure is subject, subject to Section 4.15(b);
(5) required to vest the full benefit of this Agreement in either Party;
(6) disclosure is made to its Representatives, provided that any such Representative is first informed of the confidential nature of the information is and such Representative acts in or comes accordance with the provisions of Section 4.15(c) as if it were a party hereto;
(7) the information has come into the public domain (which includes the summary through no fault of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clauseParty; or
(c8) the other Party has given prior written approval to the disclosure, provided that any disclosure shall, so far as is practicable, be made only after consultation with the other Party.
(e) received Notwithstanding anything else in this Section 4.15, New Gold acknowledges and agrees that if Artemis is required to file this Agreement or any Ancillary Agreement on SEDAR under Applicable Laws, Artemis may file a redacted form of such agreement subject to such reasonable redactions as New Gold may request, provided that such redactions are permitted under Applicable Laws. Any provision of the Agreement or Ancillary Agreement that has been so redacted shall continue to constitute confidential information for purposes of this Agreement and this Section 4.15; provided, however, that if any securities regulatory authority subsequently requires Artemis to disclose any such redacted information or such redacted information shall otherwise become publicly available pursuant to Applicable Laws, (i) such redacted information shall cease to be confidential information upon such disclosure, and (ii) neither Artemis nor its Affiliates shall be in breach or violation of this Agreement with respect thereto. Artemis agrees that prior to filing any version of this Agreement or any Ancillary Agreement with any securities regulatory authority, it shall provide New Gold with a reasonable opportunity to review and comment on all documents to be submitted in connection with such filing and shall consider in good faith the comments, if any, provided by the recipient from a third party New Gold in respect of such documents, provided that is not knowingly used any decision regarding redactions will ultimately be determined by Artemis, acting reasonably.
(f) The restrictions in Section 4.15 shall continue to apply after Closing or disclosed to others by the recipient party in breach termination of this clauseAgreement without limitation of time.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No 15.1 Subject to the following provisions of this Clause 15 (Announcements and confidentiality), no announcement shall be made in relation to this Agreement or the Transaction Documents unless:
(a) it is in the agreed form; or
(b) it is required to be made by applicable Law or by any securities exchange or regulatory or governmental body to which a party or its Affiliates is subject, in which case that party shall make (or in to the case extent reasonably practicable consult with the other party as to the form, content and timing of the announcement.
15.2 Nothing in this Agreement shall restrict the Buyer after Completion from communicating with the Employees of any Group Company, permit any other Member parties to any contract made with any Group Company and with any current or prospective customer of or supplier to any Group Company in relation to the fact of the acquisition of any Group Company or matters incidental to the future operations of any business of any Group Company’s .
15.3 Nothing in this Agreement shall restrict the Seller after Completion from communicating with the employees of any member of the Seller's Group, any parties to any contract made with any member of the Seller's Group or in the case of a Shareholder, permit with any of its Associates 11/66881024_3434 current or prospective customer or supplier to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules member of the London Stock ExchangeSeller's Group in relation to the fact of the disposal of any Group Company.
7.2 Save as required in connection with Admission15.4 The parties shall not, each party undertakes to the others and shall procure that it none of their respective Affiliates shall, disclose or otherwise make use of (and shall use all reasonable endeavours to ensure that prevent the publication or disclosure of) any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it , unless and its officers, employees, advisers, representatives and agents and shall not be disclosed then only to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosedthe extent that disclosure is:
(a) with pursuant to the written approval terms of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayedthis Agreement; or
(b) made by a party to any of its Affiliates or to its and their respective directors, officers, employees and agents, to the extent required to enable such party to enforce its rights or carry out its obligations under this Agreement and who shall in each case be made aware by law such party of its obligations under this Clause and shall be required by such party to observe the same restrictions on the use of Confidential Information as are contained in this Clause 15.4; or
(c) made by a party on a confidential basis to its professional advisers in connection with their provision of professional services; or
(d) made by the Buyer on a confidential basis to any insurer or broker in connection with the W&I Policy; or
(e) made by a party on a confidential basis to its (or any of its Affiliates') financiers or potential financiers in connection with their financing or refinancing arrangements; or
(f) required by a party (or any of its Affiliates') in connection with an application for a Tax clearance, grant or other concession; or
(g) made to a Tax Authority to the extent reasonably required for the purposes of the Tax affairs of the party concerned or a member of its group; or
(h) made under the terms of an announcement permitted by this Agreement; or
(i) required to be made by applicable Law or by any securities exchange or regulatory or governmental body to which the London Stock Exchange disclosing party (or any other competent regulatory body, but a party required of its Affiliates) is subject provided that it shall (to disclose any Confidential Information or make any announcement shall the extent permitted) promptly notify the other parties where practicable party of this fact and lawful take into account their reasonable requirements as to do sothe timing, before disclosure occurs content and co-operate with the other parties regarding the timing and content manner of making such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:disclosure; or
(aj) restricted to information which at the extent that the information time of disclosure is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach by the disclosing party or any member of its Group of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseTransaction Documents).
7.5 The Shareholder shall, and shall procure 15.5 To the extent that each the Seller or any member of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company Seller's Group is required to make pursuant to a copy of this Agreement or the AIM Rules Deed of Indemnity publicly available in connection with the disclosure obligations of the Seller Guarantor as a NASDAQ listed company or otherwise, the Seller shall consult with, and take into consideration the reasonable requests of the Buyer in relation to such disclosure (including in relation to any redactions), provided always that the Seller shall not be required to procure that any amendments or redactions are made which would result in its being in breach of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Grouprelevant securities Laws.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Share Capital (BGC Partners, Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 11.1 Subject to Clause 11.2 and to the requirements of Brazilian Bankruptcy Law applicable to the Competitive Process, no announcement, circular or communication (each an “Announcement”) concerning the existence or content of this Agreement shall make (or in be made by any Party without the case prior written approval of the Companyother Parties (such approval not to be unreasonably withheld or delayed).
11.2 Clause 11.1 does not apply to (a) anything required to be disclosed in order to comply with Brazilian Bankruptcy Law or the Competitive Process; (b) anything required or desirable to be disclosed by a Seller in order to obtain any consent or waiver contemplated in this Agreement; (c) any disclosure to any legal advisor or consultant directly hired by any Party and bound to the same confidentiality obligations hereunder; or (d) any Announcement if, permit and to the extent that, it is required to be made by laws, the rules of any other Member stock exchange or any Governmental Authority, regulatory or supervisory body or court of competent jurisdiction to which the Party making the Announcement is subject, whether or not any of the Company’s Group or in same has the case force of a Shareholderlaw, permit provided that any of its Associates to make) any announcement or press release concerning the subject matter of this agreementAnnouncement shall, save so far as required under the AIM Rules and in accordance is practicable, be made after consultation with the AIM Nomad Rules or under other Parties and after taking into account its reasonable requirements regarding the Listing Rules content, timing and manner of despatch of the London Stock ExchangeAnnouncement in question.
7.2 Save as required in connection with Admission11.3 Subject to Clause 11.4, each party undertakes to the others that it Party shall use treat as strictly confidential all reasonable endeavours to ensure that any information received or obtained as a result of a secret entering into or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in performing this clause prevents any announcement being made or any Confidential Information being disclosedAgreement which relates to:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable subject matter and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms provisions of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyAgreement;
(b) the negotiations relating to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clauseAgreement; or
(c) received in good faith the other Parties.
11.4 A Party may disclose information which would otherwise be confidential if and to the extent:
(a) required by the recipient from a third party that law of any relevant jurisdiction including, in particular, the Brazilian Bankruptcy Law and/or the Competitive Process;
(b) disclosure is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant made to the AIM Rules as a result professional advisers, auditors and bankers of any transaction or Party under an equivalent duty of confidentiality;
(c) the information has come into the public domain through no fault of that Party; or
(d) the other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties Parties have given prior written approval to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.disclosure,
Appears in 1 contract
Samples: Share Sale Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No 16.1 Subject to Clause 16.2, no announcement shall be made in relation to this Agreement unless:
(a) it is in the agreed form; or
(b) it is required to be made by law or by any securities exchange or regulatory or governmental body or Tax Authority to which a party is subject, in which case that party shall make (or in to the case extent reasonably practicable consult with the other party as to the form, content and timing of the Company, permit announcement.
16.2 Nothing in this Agreement shall restrict the Buyer after Completion from communicating with the employees of any other Member member of the CompanyTarget Group (if any), any parties to any contract made with any member of the Target Group and with any current or prospective tenant under any Occupational Lease or any supplier to any member of the Target Group in relation to the fact of the acquisition of any member of the Target Group or matters incidental to the future operations of any business of any member of the Target Group.
16.3 The Seller shall not (and shall procure that its Group Members and their respective Related Persons shall not) and the Buyer shall not (and shall procure that the Buyer’s Group Members and their respective Related Persons shall not) disclose or in the case otherwise make use of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules (and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure prevent the publication or disclosure of) the contents or terms of any of the Transaction Documents, unless and then only to the extent that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being discloseddisclosure is:
(a) made by a party on a confidential basis to its professional advisers in connection with the written approval their provision of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayedprofessional services; or
(b) made by a party on a confidential basis to its financiers or potential financiers in connection with its financing or refinancing arrangements; or
(c) required by a party in connection with an application for a tax clearance, grant or other concession; or
(d) required by a party in order to enforce its rights under, or otherwise afford it the extent full benefit of, any of the Transaction Documents; or
(e) made under the terms of an announcement permitted by this Agreement; or
(f) required to be made by law or by any securities exchange or regulatory or governmental body or Tax Authority to which the London Stock Exchange or any other competent regulatory body, but a disclosing party required is subject provided that it shall (to disclose any Confidential Information or make any announcement shall promptly the extent lawful) immediately notify the other parties where practicable party of this fact and lawful take into account its reasonable requirements as to do sothe timing, before disclosure occurs content and co-operate with the other parties regarding the timing and content manner of making such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:disclosure; or
(ag) restricted to information which at the extent that the information time of disclosure is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach by the disclosing party or any of its Related Persons of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseTransaction Documents).
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Share Purchase Agreement (Time Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 13.1 The Vendor hereby unconditionally and irrevocably undertakes to provide all such information known to it or which on reasonable enquiry ought to be known to it and relating to the Group as may reasonably be required by the Purchaser for the purpose of complying with any requirement of (i) any applicable law or in the case Court order, or (ii) any governmental or regulatory authorities.
13.2 The company secretary of the CompanyIssuer may, permit any other Member if necessary, prepare an announcement relating to the Agreement and the Transaction in compliance with the securities laws of the Company’s Group or in United States and applicable NASDAQ listing rules. The parties further agree and acknowledge that such announcement may be required to file with the case SEC under cover of a ShareholderForm 6-K, permit any of its Associates to make) any announcement or and released through the NASDAQ press release concerning the subject matter of web page. Except as set out in this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with AdmissionClause 13.2, each party (other than the Issuer) hereby undertakes that no public announcement or communication which is material in relation to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Transaction shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or despatched by any Confidential Information being disclosed:
(a) with party to this Agreement between the date hereof and the Completion Date without the prior written approval consent of the other partiesIssuer and as to the content, timing and manner of making or despatch thereof, which in the case of any announcement consent shall not be unreasonably withheld or delayed; or
(b) withheld. In addition, the Vendor hereby agrees that all announcements and communication in relation to the extent required by law or by Transaction shall only be made through the London Stock Exchange or any other competent regulatory bodycompany secretary of the Issuer.
13.3 Subject to Clause 13.2, but a party required to disclose any Confidential Information or neither of the parties shall make, and the Vendor shall procure that the Group will not make any announcement shall promptly notify or release or disclose any information concerning this Agreement or the transactions herein referred to or disclose the identity of the other parties where practicable and lawful (save disclosure to do so, before disclosure occurs and co-operate with their respective professional advisers under a duty of confidentiality) without the prior written consent of the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementparty.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in 13.4 This Clause shall remain effective notwithstanding Completion or comes into the public domain (which includes the summary of the terms termination of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseAgreement.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Biotech Holdings LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 16.1 The Buyer shall make (or in not, without the case consent of the CompanySellers, permit any other Member and the Sellers shall not, without the consent of the Company’s Group Buyer, issue any statement or in the case of a Shareholder, permit any of its Associates to make) make any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock ExchangeTransaction.
7.2 Save as required in connection with Admission, each party undertakes 16.2 Subject to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it clauses 16.1 and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed16.3:
(a) with the written approval each of the other partiesparties shall treat as strictly confidential and not disclose or use any information received, held or obtained as a result of entering into this Agreement or any of the Transaction Documents which in relates to:
(i) the case provisions of this Agreement or the Transaction Documents and any announcement shall not be unreasonably withheld or delayedagreement entered into pursuant to them; or
(bii) the negotiations relating to the extent required by law or by the London Stock Exchange or this Agreement (and any such other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyagreement);
(b) from the date of this Agreement to that party’s professional advisersthe date falling five years following the date hereof, auditors or bankerseach of the Sellers shall, but before any disclosure to any such person, the relevant party and each Institutional Seller shall procure that he is made aware each member of the terms of this clause Institutional Seller’s Group shall, treat as confidential and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clausenot disclose or use:
(i) any Confidential Information; or
(ii) any other non-public information relating to the business, financial or other affairs (including future plans and targets) of the Buyer’s Group.
(c) received in good faith by from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach date of this clause.
7.5 The Shareholder Agreement to the date falling five years following the date hereof, the Buyer shall, and shall procure that each member of its Associates the Buyer’s Group shall, provide all reasonable cooperation treat as confidential and not disclose or use any non-public information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant relating to the AIM Rules as a result of any transaction business, financial or other relationship entered into between affairs of a Seller and the Company’s Group and any Member of the ShareholderInstitutional Seller’s Group.
7.6 The Shareholder acknowledges 16.3 Notwithstanding any other provision in this Agreement: ACTIVE/110746680.7
(a) any party may disclose the confidential information set out in clause 16.2 or make an announcement if and strictly to the extent:
(i) required by applicable Law, by any competent judicial, governmental, regulatory or self-regulatory body, or by the rules of any recognised stock exchange to which the relevant party or its Affiliate or member of such Institutional Seller’s Group (or limited partner in the case of Dunedin) is subject or submits;
(ii) the disclosure is made pursuant to the rules and regulations of the US Securities and Exchange Commission;
(iii) the disclosure is made to a Taxation Authority in connection with the Tax affairs of the disclosing party;
(iv) required by any prospective provider of warranty and indemnity insurance to the Buyer in relation to the Transaction (including any broker engaged by the Buyer to assist with this process) to provide their services (and subject always to similar duties of confidentiality);
(v) required by any provider of finance to the Buyer or any of its Affiliates provided such provider is subject to similar duties of confidentiality;
(vi) that all directors information is in or has come into the public domain (other than by breach of this Agreement or the Confidentiality Agreement);
(vii) the other party has given prior written consent to the disclosure; or
(viii) the disclosure is made to any professional adviser, banker or auditor of the Institutional Sellers’ Group or Management Seller (and subject always to similar duties of confidentiality).
(b) each Institutional Seller (which for the purposes of this clause 16.3(b) shall include any director, officer, member, employee or professional adviser of such Institutional Seller or any other member of the Institutional Seller’s Group while acting in the ordinary course of their duties) may disclose any information relating to (i) the existence or contents of the Transaction, this Agreement or any other Transaction Document, or (ii) the performance or enforcement of any rights or obligations under this Agreement or any other Transaction Document to:
(i) any member of the Institutional Seller’s Group;
(ii) any company or Fund which is advised by, or the assets of which are managed (whether solely or jointly with others) from time to time by, any member of the Institutional Seller’s Group or in respect of which any such member is a general partner, or which is advised or managed by any such member’s general partner, trustee, nominee, manager or adviser;
(iii) any limited partner, investor or potential investor in, or debt provider or potential debt provider to, any of the persons referred to in clauses 16.3(b)(i) and 16.3(b)(ii) above;
(iv) any co-investment scheme of any member of the Institutional Seller’s Group or any person holding shares under such scheme or entitled to the benefit of shares under such scheme;
(v) any director, officer, employee or professional adviser of any member of the Institutional Seller’s Group, ACTIVE/110746680.7 in each case, on a confidential basis and provided and to the extent that such disclosure is reasonably necessary for the purpose of enabling: (i) the relevant member(s) of the Institutional Seller’s Group to perform their obligations or discharge commitments owed to persons listed in clauses 16.3(b)(i) to 16.3(b)(iii) (inclusive); or (ii) the performance or enforcement of any of its obligations or rights under this Agreement and/or any other Transaction Document;
(c) any Management Seller may disclose or use any confidential information in order to assist him in carrying out his duties as an employee or director of, or providing his services to, the Company or any member of the Buyer’s Group; and
(d) the Buyer may disclose any information set out in clauses 16.2(a) and 16.2(c) on a confidential basis to its Affiliates and its and its Affiliates’ professional advisers, auditors, bankers, directors, officers, employees, consultants, subcontractors, or agents.
16.4 Nothing in this clause 16 shall prevent any Institutional Seller or any member of such Institutional Seller’s Group from referring (including details of the name and logo of the Company owe fiduciary duties or any other member of the Group) in its marketing and public relations campaigns or in communications with investors, financiers or partners of any member of the Institutional Seller’s Group, in all cases, in the ordinary course of business, to the Company fact that the Institutional Seller held an investment in the Group and has disposed of that interest or otherwise from disclosing information in the public domain (including any information incorporated into the Announcement) (and for the avoidance of doubt, no reference shall be obliged made to act and vote on all matters pertaining any other information in relation to the Board in what they perceive to promote Group Companies, the success Buyer or the Business), including on the websites of the CompanyGraphite Capital Management LLP and Dunedin LLP.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Axalta Coating Systems Ltd.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 11.1. Subject to the provisions of this Clause 11 and save and except for the Public Announcement or any communication pursuant to Applicable Law, no announcement, circular or communication (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to makeeach an “Announcement”) any announcement or press release concerning the subject matter existence or content of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Agreement shall be treated as confidential made by it and any Party and/or its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Affiliates without the prior written approval of the other parties, which in the case of any announcement shall Parties (such approval not to be unreasonably withheld or delayed).
11.2. Clause 11 does not apply in respect of any Announcement if, and to the extent that, it is required to be made by Applicable Law, the rules of any stock exchange or any other Governmental Authority of competent jurisdiction to which the Party making the Announcement is subject, whether or not any of the same has the force of Applicable Law; provided that, any Announcement shall, so far as is practicable, be made after consultation with the other Parties and after taking into account such Party’s reasonable requirements regarding the content, timing and manner of dispatch of the Announcement in question. The Sellers and the Purchaser shall disclose and communicate, to the extent required, any Transaction Document, including this Agreement, to the Company, for making requisite disclosures to the stock exchanges.
11.3. Without prejudice to the generality of Clause 11 and subject to the provisions of this Clause 11.3, provided Completion occurs, each Seller and its Affiliates shall treat, as strictly confidential, for a period of 36 (thirty six) months until after the Completion, any information available with it relating to the Company and its Subsidiaries (including customer related information, pricing, Company specific strategies etc.).
11.4. A Party may disclose information which would otherwise be confidential, if and to the extent:
(i) required by the law of any relevant jurisdiction;
(ii) required by any Governmental Authority to which the Party making the disclosure is subject, whether or not such requirement has the force of law;
(iii) required to vest the full benefit of this Agreement in either Party;
(iv) disclosure is made to any Affiliate of the Sellers or member of the Purchaser’s Group or to the professional advisers, auditors and bankers of either Party provided such Persons have been informed about and have accepted the confidentiality requirement of this Clause 11 in writing;
(v) the information has come into the public domain through no fault of the Party disclosing such information; or
(bvi) the other Parties have given prior written approval to the extent required by law or by the London Stock Exchange or disclosure; provided, further that any other competent regulatory bodydisclosure shall, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do soso far as is practicable, before disclosure occurs and co-operate be made only after consultation with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementParties.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 14.1 No announcement shall be made in relation to this Agreement unless:
(a) it is in agreed form; or
(b) it is required to be made by Applicable Laws or by any securities exchange or regulatory or governmental body to which a party is or may become subject or pursuant to any order of court or other competent authority or tribunal, in which case that party shall make (or in to the case extent permitted by Applicable Laws and to the extent reasonably practicable consult with the other parties as to the form, content and timing of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchangeannouncement.
7.2 Save as required in connection with Admission14.2 The parties shall not, each party undertakes to the others and shall procure that it none of their respective subsidiary undertakings, parent undertakings and subsidiary undertakings of any such parent undertakings shall, disclose (and shall use all reasonable endeavours to ensure that prevent the publication or disclosure of) the existence, contents or terms of any of this Agreement or any information of a secret or confidential whatever nature received by it from made available in any form relating to any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosedof that party’s group undertakings from time to time, unless and then only to the extent that disclosure is:
(a) with made by a party on a confidential basis to its officers and employees to the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayedextent required to enable such party to carry out its obligations under this Agreement; or
(b) made by a party on a confidential basis to its professional advisers in connection with their provision of professional services; or
(c) made by a party on a confidential basis to its financiers or potential financiers in connection with its financing or refinancing arrangements; or
(d) required by a party in connection with an application for a tax clearance, grant or other concession; or
(e) made under the terms of an announcement permitted by this Agreement; or
(f) required to be made by Applicable Laws or by any securities exchange or regulatory or governmental body to which the disclosing party is or may become subject or pursuant to any order of court or other competent authority or tribunal provided that it shall (to the extent required permitted by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate Applicable Laws) consult with the other parties regarding as to the timing timing, content and content manner of making such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:disclosure; or
(ag) restricted to information which at the extent that the information time of disclosure is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant disclosing party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseAgreement).
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Share Purchase Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (a) Subject to Clause 14.3, each of the parties undertakes to keep confidential all terms of this Agreement and the negotiations relating to this Agreement (and such other agreements); and
(b) each of the Purchaser, Caymanco and Kinross undertakes to the Vendors to keep confidential and not disclose or in use (A) prior to the case Completion Date any information concerning the business or the financial or other affairs of the Company, permit the Subsidiaries or RPM (including future plans and targets) and (B) after the Completion Date, any information concerning the business or the financial or other Member affairs of the Company’s Group Vendors and their Affiliates; and -------------------------------------------------------------------------------- Page 37 -------------------------------------------------------------------------------- will not disclose such information or in matters to any person except:
(i) where required by applicable law;
(ii) where required by any recognised stock exchange on which any party's shares or the case shares of a Shareholder, permit any of its Associates Affiliates are listed (but which is required in the ordinary course of events and not, for example, as a consequence of any public offering of debt, shares or other securities of a party or its Affiliates) or to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules extent of the London Stock Exchange.information contained in the announcements referred to in Clause 14.3;
7.2 Save (iii) to such of its officers and professional advisers and those of its Affiliates as required in connection with Admissionmay be necessary for ordinary business purposes, each party undertakes to provided that the others that it parties shall use all reasonable their best endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be all matters disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:are kept confidential; or
(aiv) with the prior written approval consent of the other parties, parties which in the case of any announcement shall not be unreasonably withheld or delayed; or
(bv) to the extent required by law or by permitted under the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementShareholders' Agreement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party14.2 If Completion does not take place, the Purchaser, Caymanco and Kinross shall and shall procure that their relevant Affiliates shall forthwith:
(a) return all written information (including information and data in electronic form) of or relating to the extent that Vendors, the information is in Company, the Subsidiaries, RPM or comes into the public domain Project provided to the Purchaser, Caymanco, their Affiliates or their advisers and agents (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of CONFIDENTIAL INFORMATION), without keeping any undertaking or duty of confidentiality by that partycopies thereof;
(b) destroy all information, analyses, compilations, notes, studies, memoranda or other documents derived from, containing or reflecting Confidential Information and expunge the same from computer systems to the extent that party’s professional advisers, auditors or bankers, but before any disclosure it is held in electronic form;
(c) Clauses 14.2(a) and (b) shall not apply to any such personinformation available from public records or information lawfully acquired by the Purchaser or Caymanco otherwise from the Vendors, the relevant party shall procure that he is made aware Company, the Subsidiaries, RPM and their respective employees, officers or agents (including information they already possessed prior to the date of this Agreement as a result of Kinross's indirect shareholding in RPM).
14.3 The parties agree to consult with each other as to the proposed wording of any public announcement concerning the sale and purchase of the Shares and the terms of this clause Agreement and, subject to Clause 14.1(ii), agree not make and shall use its reasonable endeavours to procure that their respective Affiliates do not make any public announcement concerning such person adheres matters unless the other parties have consented in writing to those terms as if he were bound by the provisions form and content of this clause; orthe -------------------------------------------------------------------------------- Page 38 -------------------------------------------------------------------------------- announcement, such consent not to be unreasonably withheld.
(c) received in good faith by 14.4 Each of the recipient from a third party parties acknowledges that is not knowingly used or disclosed to others by the recipient party in any breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company Clause 14 may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant cause material damage to the AIM Rules as other parties and their Affiliates and monetary damages may not be a result sufficient remedy. Consequently, the parties have the right, in addition to any other remedies available at law or in equity, to seek injunctive relief against the other parties, in respect of any transaction or other relationship entered into between the Company’s Group and any Member breach of the Shareholder’s Groupthis Clause.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 8.1 Save as otherwise provided in this Agreement [and the non-disclosure agreement entered into by the Investor], none of the Parties shall make (disclose any information concerning this Agreement or in the case of transactions contemplated herein or any other arrangement involving the Company, permit any other Member of the Company’s Group or in Joint Global Coordinators, the case of a ShareholderJoint Sponsors, permit any of its Associates to make) any announcement or press release concerning and the subject matter of this agreement, save as required under Investor without the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the prior written approval consent of the other partiesParties. Notwithstanding the foregoing, which in the case of any announcement shall not this Agreement may be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information disclosed by any partyParty:
(a) to the extent that Stock Exchange, the information SFC and/or other Regulators to which the Company, the Joint Global Coordinators and/or the Joint Sponsors is in or comes into subject, and the public domain (which includes the summary background of the terms of this agreement Investor and its relationship between the Company and the Investor may be described in the admission document Public Documents to be published issued by the Company and marketing, roadshow materials and other announcements to be issued by the Company, the Joint Global Coordinators and/or the Joint Sponsors in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partythe Global Offering;
(b) to that party’s professional the legal and financial advisers, auditors or bankersauditors, but before any disclosure to any and other advisers, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the Parties on a need-to-know basis provided that such person, the relevant party Party shall (i) procure that he each such legal, financial and other advisers, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the Party is made aware and complies with all the confidentiality obligations set forth herein and (ii) remain responsible for any breach of such confidential obligations by such legal, financial and other advisers, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the terms Party; and
(c) otherwise by any Party as may be required by any applicable Law, any Governmental Authority or body with jurisdiction over such Party (including the Stock Exchange and the SFC) or stock exchange rules (including submitting this Agreement as a material contract to the Hong Kong Companies Registry for registration and making it available for inspection by the public in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules) or any binding judgment, order or requirement of any competent Governmental Authority.
8.2 No other reference or disclosure shall be made regarding this clause Agreement or any ancillary matters hereto by the Investor, except where the Investor shall have consulted the Company, the Joint Global Coordinators and the Joint Sponsors in advance to seek their prior written consent as to the principle, form and content of such disclosure.
8.3 The Company shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound provide for review by the provisions Investor of any statement in any of the Public Documents which relates to this clause; or
(c) received Agreement, the relationship between the Company and the Investor and the general background information on the Investor prior to publication. The Investor shall cooperate with the Company, the Joint Global Coordinators and the Joint Sponsors to ensure that all references to it in good faith by such Public Documents are true, complete, accurate and not misleading and that no material information about it is omitted from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shallPublic Documents, and shall procure that each of its Associates shallprovide any comments and verification documents promptly to the Company, the Joint Global Coordinators and the Joint Sponsors and their respective counsels.
8.4 The Investor undertakes promptly to provide all reasonable cooperation and information which the Company may assistance reasonably require and comply with all other requests which the Company may reasonably make required in connection with the preparation of any announcement disclosure required to be made as referred to in Clause 8.1 (including providing such further information and/or supporting documentation relating to it, its background information, its relationship with the Company, its ownership (including ultimate beneficial ownership) and/or otherwise relating to the matters referred thereto which may reasonably be required by the Company, the Joint Global Coordinators or the Joint Sponsors) to (i) update the description of the Investor in the Public Documents subsequent to the date of this Agreement and to verify such references, and (ii) enable the Company is required to make pursuant to comply with applicable companies or securities registration and/or the AIM Rules as a result requests of any transaction or other relationship entered into between competent Regulators, including the Company’s Group Stock Exchange and any Member of the Shareholder’s GroupSFC.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 13.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any public announcement or press release concerning communication of any kind shall be made or issued in respect of the subject matter of this agreementAgreement by any party hereto, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosedsave:
(a) with the prior written approval consent of the other parties, party hereto which in the case of any announcement shall may not be unreasonably withheld or delayed; or;
(b) to the extent required by law or by applicable Regulations, provided the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information make or make any issue an announcement shall promptly notify or communication has, if and to the extent practicable, first consulted (giving a reasonable amount of information and time to) the other parties where practicable party and lawful to do so, before disclosure occurs and co-operate with taken into account the reasonable requirements of the other parties regarding parties; or
(c) where such announcement or communication is made or issued by Windrace after Closing to a customer, client or contractor of the timing Windrace Group Company informing it of the Investors’ investment hereunder.
13.2 Each party shall at all times keep confidential, treat as privileged, and content of such not directly or indirectly make or allow to be made any disclosure or announcement use of any oral or other action which written information relating to the other parties may reasonably elect party (including any aspect of that party’s businesses or customers or the existence or subject matter of this Agreement or any information, data, documents obtained or to take be obtained during the conduct of due diligence investigation (“Confidential Information”), except to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partyextent:
(a) to required by applicable Regulations and then only after advising the extent other relevant party or parties of that the requirement and consulting (giving a reasonable amount of information is and time to) that other party or parties in or comes into the public domain (which includes the summary respect of the terms relevant matter and taking into account the reasonable requirements of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) necessary to that party’s professional advisersobtain the benefit of, auditors or bankersto carry out obligations under, but before any disclosure this Agreement, which shall include the ability to disclose Confidential Information to any such personemployees or advisers who need to have it for purposes directly connected with the transactions provided for in this Agreement, provided that the relevant disclosing party shall procure that he is made aware advise such employees or advisers of the terms confidential nature of this clause the Confidential Information and shall use its all reasonable endeavours to procure that such person adheres to those terms as if he were bound persons keep the relevant Confidential Information strictly confidential and shall indemnify the other party in respect of all costs, claims, actions, proceedings, losses and liabilities in connection with any unauthorised disclosure or use of the Confidential Information by the provisions of this clausesuch persons; or
(c) received that the information is or becomes available in good faith the public domain without breach by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction confidentiality obligations under this Clause or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Groupat law.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Investment Agreement (2020 ChinaCap Acquirco, Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 10.1 The Parties shall (and shall procure that each of its advisers, Affiliates and observers nominated by it, in terms of this Agreement, shall):
(a) not make any announcement concerning the Transaction or any related or ancillary matter; and
(or in b) keep confidential the case provisions and subject matter of, and the negotiations relating to, this Agreement and each of the Companyother Transaction Documents.
10.2 Except to the extent specified in this Clause, permit any other Member the provisions of Clause 10.1 shall apply before, on and after completion of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock ExchangeTransaction.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 10.3 Nothing in this clause Clause 10.1 prevents any announcement being made or any Confidential Information confidential information being disclosed:
(a) with the written approval of the other parties, which where such announcement is in the case of any Agreed Form, or the confidential information disclosed comprises only information set out in an announcement shall not be unreasonably withheld or delayed; orin the Agreed Form;
(b) to the extent required by law or by the London Stock Exchange Law, any court of competent jurisdiction or any other competent regulatory body, but if a party Person is so required to make any announcement or to disclose any Confidential Information or make any announcement confidential information, the relevant Party shall promptly notify the other parties Parties, where practicable and lawful to do so, before the announcement is made or disclosure occurs (as the case may be) and shall co-operate with the other parties Parties regarding the timing and content of such disclosure or announcement or other disclosure (as the case may be) or any action which the other parties Parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:;
(ac) to any Person to whom the relevant Party intends to transfer or sell its Securities to;
(d) to the extent that the information is disclosed on a strictly confidential basis to the professional advisers, auditors or bankers of the Company or the Shareholders; and
(e) to the extent that the information is in or comes into the public domain (which includes the summary through no fault of the terms of this agreement in the admission document to be published by Shareholders, the Company in connection with Admission) other than as a result or any of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clausetheir Affiliates.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Shareholder Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make 14.1 The Vendor hereby unconditionally and irrevocably undertakes to provide all such information known to it or which on reasonable enquiry ought to be known to it and relating to the Group as may reasonably be required by the Purchaser for the purpose of complying with any requirement of (i) any applicable law or in the case Court order, or (ii) any governmental or regulatory authorities.
14.2 The company secretary of the Company, permit any other Member Issuer will prepare and distribute a Shareholders’ Circular and an announcement relating to the Agreement and the Transaction in compliance with the securities laws of the Company’s Group or in United States and applicable NASDAQ listing rules. The parties further agree and acknowledge that such announcement will be filed with the case SEC under cover of a ShareholderForm 6-K, permit any of its Associates to make) any announcement or and released through the NASDAQ press release concerning web page. In addition, the subject matter of this agreement, save as required under parties hereto agree that the AIM Rules and in accordance with Issuer shall be permitted to issue an announcement upon the AIM Nomad Rules or under the Listing Rules execution of the London Stock Exchange.
7.2 Save Transaction Documents prior to Completion. Except as required set out in connection with Admissionthis Clause 14.2, each party (other than the Issuer) hereby undertakes that no public announcement or communication which is material in relation to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) Transaction shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or despatched by any Confidential Information being disclosed:
(a) with party to this Agreement between the date hereof and the Completion Date without the prior written approval consent of the other partiesIssuer and as to the content, timing and manner of making or despatch thereof, which in the case of any announcement consent shall not be unreasonably withheld or delayed; or
(b) withheld. In addition, the Vendor hereby agrees that all announcements and communication in relation to the extent required by law or by Transaction shall only be made through the London Stock Exchange or any other competent regulatory bodycompany secretary of the Issuer.
14.3 Subject to Clause 14.2, but a party required to disclose any Confidential Information or neither of the parties shall make, and the Vendor shall procure that the Group will not make any announcement shall promptly notify or release or disclose any information concerning this Agreement or the transactions herein referred to or disclose the identity of the other parties where practicable and lawful (save disclosure to do so, before disclosure occurs and co-operate with their respective professional advisers under a duty of confidentiality) without the prior written consent of the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementparty.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in 14.4 This Clause shall remain effective notwithstanding Completion or comes into the public domain (which includes the summary of the terms termination of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseAgreement.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 27.1 Except as required by Applicable Laws and subject to clause 27.5, no signatory to this Agreement shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning statement about this Agreement or its contents without first having obtained the subject matter of this agreementother signatories’ prior written consent to the announcement or statement and to its contents, save provided that such consent may be withheld.
27.2 Except as required under the AIM Rules by Applicable Laws and subject to clause 27.6, each signatory to this Agreement shall at all times keep in accordance with the AIM Nomad Rules or under the Listing Rules confidence any confidential information of the London Stock Exchange.
7.2 Save as required other signatories that it may acquire for the purposes of or in connection with Admissionthis Agreement and shall not use or permit the use of such information for any other purpose and shall not disclose such information to any third party without the prior written consent of the other signatories.
27.3 Except as required by Applicable Laws and subject to clause 27.6, the signatories to this Agreement also agree to keep the existence and contents of this Agreement confidential between themselves, and each party signatory accordingly undertakes to the others that it shall use all reasonable endeavours not to ensure that disclose the existence or any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed the contents of this Agreement to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with , without the prior written approval consent of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementsignatories.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary 27.4 Each of the terms of signatories to this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and Agreement shall use its reasonable endeavours to procure that such person adheres its Affiliates, officers, employees and agents observe a corresponding obligation of confidence to those terms as if he were bound by the that set out in clauses 27.1, 27.2 and 27.3.
27.5 The provisions of this clauseclause 27 shall supersede any and all confidentiality agreements between the Purchaser and its Affiliates and any of the Sellers.
27.6 Notwithstanding clauses 27.1, 27.2 and 27.3, the Purchaser and its Affiliates shall be entitled to disclose such information as may be reasonably required to enable the Purchaser and its Affiliates to engage with media and local stakeholders as required to build a trusted relationship and social licence, provided that prior to the Closing Date, the Purchaser shall, before making any such disclosure, consult with the Seller as to the content thereof; or
(c) received in good faith it being recorded that no press release and/or announcements shall precede any such announcement of the Transaction by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseLiquidator and/or GRB.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Asset Purchase Agreement (Premium Nickel Resources Ltd.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (18.1 Any information obtained by any Party in terms, or in arising from the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter implementation of this agreement, save Agreement as required under well as the AIM Rules existence and in accordance with the AIM Nomad Rules or under the Listing Rules terms of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) this Agreement shall be treated as confidential by it and its officers, employees, advisers, representatives and agents the Parties and shall not be disclosed used, divulged or permitted to be divulged to any third party.
7.3 Nothing in person not being a Party to this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Agreement, without the prior written approval consent of the other partiesParties save that:
18.1.1 each Party shall be entitled to disclose such information to its employees, and to its directors, shareholders, professional advisors and funders, in each case who have a need to know for purposes of implementing the Share Transaction contemplated by this Agreement and the Company and PTM (RSA) shall be entitled to disclose such information to Sprott and LMM and their respective employees, directors, shareholders and professional advisors, provided such persons have been directed by the disclosing Party to keep such information confidential and have undertaken to keep such information confidential;
18.1.2 each Party shall be entitled to disclose any information which is required to be furnished by Law or regulation or by any recognised stock exchange (in the case of a recognised stock exchange, the provisions of clause 18.3shall apply);
18.1.3 no Party shall be precluded from using or divulging such information in order to pursue any announcement legal remedy available to it;
18.1.4 each Party shall not be unreasonably withheld entitled to disclose such information if such information is or delayedbecomes generally available to the public other than by the negligence or default of such Party or by the breach of this Agreement by such Party;
18.1.5 each Party shall be entitled to disclose such information if the Party which disclosed same confirms in writing that it is disclosed on a non-confidential basis; or
18.1.6 each Party shall be entitled to disclose such information if such information has lawfully become known by or come into the possession of such Party on a non-confidential basis from a source other than the Party having the legal right to disclose same.
18.2 In the event that a Party is required to disclose information as contemplated in clause 18.1.2, such Party will:
18.2.1 advise any Party/ies in respect of whom such information relates (bthe Relevant Party/ies) in writing prior to disclosure, if possible;
18.2.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent required by law or by that it lawfully and reasonably can;
18.2.3 afford the London Stock Exchange or any other competent regulatory bodyRelevant Party/ies a reasonable opportunity, but a party required if possible, to disclose any Confidential Information or make any announcement shall promptly intervene in the proceedings;
18.2.4 comply with the Relevant Party/ies’ reasonable requests as to the manner and terms of such disclosure; and
18.2.5 notify the other parties where practicable Relevant Party/ies of the recipient of, and lawful to do sothe form and extent of, before disclosure occurs and co-operate with the other parties regarding the timing and content of any such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirementimmediately after it was made.
7.4 Nothing 18.3 The Parties understand and agree that Purchaser is listed on the JSE and PTM is listed on the Toronto Stock Exchange and NYSE MKT LLC and may be required, in this clause prevents disclosure terms of Confidential Information by any party:
(a) the laws of South Africa, Canada and United States of America, respectively, and/or the requirements of the XXX, Xxxxxxx Stock Exchange and NYSE MKT LLC, as applicable, to the extent that the information is in or comes into the issue a public domain (which includes the summary of announcement outlining the terms of this agreement Agreement following the Signature Date, and that the Share Transaction contemplated in this Agreement will be made public. Each Party shall make a copy of such public announcement available to the admission document other Parties prior to making such announcement with a view to the Parties agreeing the content of same within 3 (three) Business Days of receipt of same, or such shorter period as may be published required by the Company in connection with Admission) other than as a result of a breach of any undertaking Applicable Law or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and listing requirements.
18.4 The Parties shall use its reasonable endeavours to procure that such person adheres their respective directors, employees, shareholders, professional advisors and funders observe a corresponding obligation of confidence to those terms as if he were bound by the provisions of this clause; or
that set out in clauses 18.1 to 18.3 (cboth inclusive) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant relation to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s GroupParties themselves.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Scheme Implementation Agreement (Platinum Group Metals LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates 15.1 Subject to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules Clauses 15.2 and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission15.3, each party Party undertakes to the others other Parties that unless the prior written consent of the other Parties shall first have been obtained for disclosure by a Party of any Confidential Information, it shall (and shall procure that its representatives shall):
(a) keep confidential and shall not by failure to exercise due care or otherwise by any act or omission disclose to any Person whatever, or use all reasonable endeavours or exploit for its or their own purposes, any of the Confidential Information of the other Parties which it has or acquires; and
(b) make every effort to ensure that any information prevent the disclosure, use or exploitation of a secret or confidential nature received by it from any other party (“Confidential Information”.
15.2 The consent referred to in Clause 15.1 shall not be required for disclosure by a Party of any Confidential Information:
(a) shall be treated as confidential by it and which is disclosed to its officers, employees, professional advisers, representatives shareholders and agents Affiliates strictly to the extent required to enable such Party to carry out its obligations under this Agreement provided that such recipient of the information shall in each case be made aware by the disclosing Party of its obligations under this Agreement and shall not be disclosed required by such Party to any third party.
7.3 Nothing observe the same restrictions on the use of the relevant information as are contained in Clauses 15.1 and 15.4, subject to the same exceptions as are contained in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; orClause 15.2;
(b) subject to Clause 15.4, to the extent required by law Applicable Laws or by the London Stock Exchange any governmental or regulatory authority to which such Party is or may become subject or pursuant to any other order of any court, authority or tribunal with competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:jurisdiction;
(ac) to the extent that the information which is in or comes into the public domain (which includes the summary of the terms otherwise than by breach of this agreement Agreement by such Party;
(d) which is disclosed to such Party by a third party who is not in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of as to confidentiality by that partywhether express or implied;
(be) which that Party lawfully possessed prior to obtaining it from the disclosing Party;
(f) to that party’s professional advisers, auditors or bankers, but before any disclosure the other Party to any such person, the relevant party shall procure that he is made aware of this Agreement; or
(g) pursuant to the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clauseAgreement.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Sale and Purchase Agreement (YY Group Holding Ltd.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 14.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any public announcement or press release concerning communication of any kind shall be made or issued in respect of the subject matter of this agreementAgreement by any party hereto, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosedsave:
(a) with the prior written approval consent of the other parties, party hereto which in the case of any announcement shall may not be unreasonably withheld or delayed; or;
(b) to the extent required by law or by applicable Regulations, provided the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information make or make any issue an announcement shall promptly notify or communication has, if and to the extent practicable, first consulted (giving a reasonable amount of information and time to) the other parties where practicable party and lawful to do so, before disclosure occurs and co-operate with taken into account the reasonable requirements of the other parties regarding parties; or
(c) where such announcement or communication is made or issued by the timing Sellers after Closing to a customer, client or contractor of the Windrace Group Company informing it of the Purchaser’s purchase of the Sale Shares.
14.2 Each party shall at all times keep confidential, treat as privileged, and content of such not directly or indirectly make or allow to be made any disclosure or announcement use of any oral or other action which written information relating to the other parties may reasonably elect party (including any aspect of that party’s businesses or customers or the existence or subject matter of this Agreement or any information, data, documents obtained or to take be obtained during the conduct of due diligence investigation (“Confidential Information”), except to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partyextent:
(a) to required by applicable Regulations and then only after advising the extent other relevant party or parties of that the requirement and consulting (giving a reasonable amount of information is and time to) that other party or parties in or comes into the public domain (which includes the summary respect of the terms relevant matter and taking into account the reasonable requirements of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) necessary to that party’s professional advisersobtain the benefit of, auditors or bankersto carry out obligations under, but before any disclosure this Agreement, which shall include the ability to disclose Confidential Information to any such personemployees or advisers who need to have it for purposes directly connected with the transactions provided for in this Agreement, provided that the relevant disclosing party shall procure that he is made aware advise such employees or advisers of the terms confidential nature of this clause the Confidential Information and shall use its all reasonable endeavours to procure that such person adheres to those terms as if he were bound persons keep the relevant Confidential Information strictly confidential and shall indemnify the other party in respect of all costs, claims, actions, proceedings, losses and liabilities in connection with any unauthorised disclosure or use of the Confidential Information by the provisions of this clausesuch persons; or
(c) received that the information is or becomes available in good faith the public domain without breach by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction confidentiality obligations under this Clause or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Groupat law.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Agreement for Sale and Purchase (2020 ChinaCap Acquirco, Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 12.1 For purposes of this Agreement, Confidential Information shall make (mean all written and/or tangible information related to this Agreement and information and/or data created by the Company or by any of the Parties or their Affiliates and disclosed by either the Company or any Party or its Affiliate to another Party or such Party's Affiliate which is confidential, proprietary and/or not generally available to the public, including, but not limited to, information relating in whole or in the case of part to the Company, permit any including present and future services, business plans and strategies, marketing ideas and concepts, especially with respect to unannounced services, present and future business plans, marketing plans, sales strategies, customer information, development plans, customer requirements, or other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules technical and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchangebusiness information.
7.2 Save as required in connection with Admission12.2 The Parties shall not, and each party undertakes to the others that it Party shall use all reasonable endeavours to ensure procure that any information every Affiliate of a secret or confidential nature received by it from any other party (“Confidential Information”) such Party shall be treated as confidential by it and its officersnot, employees, advisers, representatives and agents and shall not be disclosed disclose to any third party.
7.3 Nothing Person or use (other than in connection with claims against such Parties in respect of any breach of their obligations and duties under this clause prevents Agreement or other documents related thereto or otherwise enforcing any announcement being made or right) any Confidential Information being disclosedwhich may have come to its or their knowledge, provided however that in respect of each Party (or Affiliates thereto) the foregoing obligations shall not apply to the disclosure of Confidential Information if and to the extent:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent 12.2.1 disclosure is required by law or for the purpose of any judicial proceedings or by any Governmental Entity if (to the London Stock Exchange extent practicable) prior notice is given to the other Parties;
12.2.2 that a Party is obliged to make such disclosure in terms of the Companies Act or any other competent regulatory bodylaw or enactment, but a party required to disclose or the Listings Requirements or the rules and regulations of any Confidential Information other stock exchange or make any announcement shall promptly notify other regulator having jurisdiction, provided that the other parties Party in question shall, where practicable possible and lawful to do soprovided that it will not delay the Party concerned from complying with its obligations, before disclosure occurs and co-operate consult with the other parties regarding the timing and content of Parties before making any such disclosure or announcement or other action which statement;
12.2.3 the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information is disclosed by any party:
a Party in connection with judicial or arbitral proceedings (a) and only to the extent that it is used in the information proceedings), brought by any Party for the purposes of enforcing the provisions of this Agreement;
12.2.4 the Confidential Information is in or comes into becomes generally available to the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that partyany Person;
(b) 12.2.5 the Confidential Information is disclosed on a confidential basis by a Party to that party’s professional its Affiliates and their advisers, representatives, directors, shareholders, auditors or bankers, but before any disclosure bankers for the purposes of its business;
12.2.6 the Confidential Information is disclosed by 3C to any such person, its Affiliates and holding companies for announcement purposes through its usual reporting lines;
12.2.7 the relevant party shall procure that he Confidential Information is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound disclosed on a confidential basis by the provisions Parties, their Affiliates and/or the Company for the taking of any action contemplated by this clauseAgreement or related documentation;
12.2.8 disclosure is by a Party to one of its Affiliates which accepts or is otherwise subject to reasonable confidentiality restrictions; or
12.2.9 the other Parties have given their prior written consent to the contents and the manner of the disclosure by a Party (c) not to be unreasonably withheld or delayed).
12.3 Nothing in this clause 12 will prohibit any Party from utilising information which it is able to show:
12.3.1 was lawfully in its possession at the time of receipt;
12.3.2 was at the time of receipt part of the public domain or lawfully after receipt became part of the public domain;
12.3.3 was lawfully received in good faith by the recipient from a third party entitled to possess and disclose that is not knowingly used or information;
12.3.4 was disclosed to others a potential purchaser of the Shares and the potential purchaser has entered into a confidentiality agreement with the Company to its reasonable satisfaction prior to such disclosure; or
12.3.5 was required by law or any securities exchange or regulatory or Governmental Entity to which any Party is subject, wherever situated, whether or not the recipient party requirement for information has the force of law, provided that the Party required to make the disclosure has taken all reasonable steps to oppose or prevent the disclosure and to limit, as far as reasonably possible, the extent of such disclosure and, additionally, has given the other Parties reasonable notice of the required disclosure and a reasonable opportunity to participate in opposing, preventing or limiting the disclosure.
12.4 Save as set out in clause 12.2.2, no Party shall make any announcement or statement about this Agreement, or its contents or the Proposed Transaction without first having obtained the other Parties’ prior written consent to the announcement or statement and to its contents, provided that such consent may not be unreasonably withheld.
12.5 Parties acknowledge that damages would not be a sufficient remedy for any breach of this clause.
7.5 The Shareholder shall, clause 12 and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant Party will be entitled to the AIM Rules as a result remedy of injunction, specific performance and other equitable relief for any transaction threatened or actual breach, in addition to any damages or other relationship entered into between remedy to which it may be entitled and no proof of special damages will be necessary for the Company’s Group and any Member enforcement of the Shareholder’s Groupthis Agreement.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
Samples: Equity Implementation Agreement (Net 1 Ueps Technologies Inc)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party 10.1 Subject to clauses 10.3 and 10.4, each Party shall (and shall procure that each member of its group, and each such person’s advisers and connected persons, shall) not make (or in any announcement concerning the case sale and purchase of the Company, permit Equity Interest or any other Member of related or ancillary matter except the CompanySeller’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock ExchangeAnnouncement.
7.2 Save as required in connection with Admission10.2 The provisions of clause 10.1 shall apply before, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it on and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third partyafter Closing.
7.3 10.3 Nothing in this clause 10.1 prevents any announcement being made or any Confidential Information confidential information being disclosed:
(a) with the written approval of the other partiesParty, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange law, any court of competent jurisdiction or any other competent regulatory body, but if a party Person is so required to make any announcement or to disclose any Confidential Information or make any announcement confidential information, the relevant Party shall use its best efforts to promptly notify the other parties Party, where practicable and lawful to do so, before the announcement is made or disclosure occurs (as the case may be) and shall co-operate with the other parties Party regarding the timing and content of such disclosure or announcement or other disclosure (as the case may be) or any action which the other parties Party may reasonably elect to take to challenge the validity of such requirement.
7.4 10.4 Nothing in this clause 10.1 prevents disclosure of Confidential Information by any partyconfidential information being disclosed to the extent:
(a) information the disclosure of which is necessary in order to comply with any Applicable Law, the extent order of any court, the requirements of a stock exchange or to obtain tax or other clearances or consents from any relevant authority;
(b) that the information is disclosed on a strictly confidential basis by a Party and/or its Affiliate’s employee, legal counsel, auditor, insurer, accountant, consultant, provided, however, that any of the foregoing Persons shall be advised of the confidential nature of the information or are under appropriate non-disclosure obligation imposed by professional ethics, Applicable Law or otherwise;
(c) that the information is disclosed by the Seller on a strictly confidential and need to know basis to another member of the Seller’s Group or by the Purchaser on a strictly confidential and need to know basis to another member of the Purchaser’s Group; or
(d) that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clausedomain.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 5.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates announcement relating to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules Agreement or under the Listing Rules any matter ancillary to this Agreement shall be made by or on behalf of any of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to Vendors or the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with Purchaser without the prior written approval of the other parties, which parties provided that nothing shall prevent any of the parties making (even in the case absence of the approval of the other parties) any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent disclosure required by law or by any regulatory authority.
5.2 Each of the London Stock Exchange Vendors severally covenants and undertakes to keep confidential and not at any time after the date of this Agreement to disclose or make known in any way to anyone (other than the Purchaser) or use for its own or any other person's benefit any Know-How or confidential information relating to any of the customers, suppliers or affairs of the businesses (including any prospective businesses) of the Group or otherwise relating to the business of the Group, provided that:-
5.2.1 this obligation shall not extend to any Know-How or confidential information which shall have come into the public domain through no default of any Vendor;
5.2.2 such covenant and undertaking shall not prevent any disclosure of information required by law or regulation or competent regulatory body, but governmental authority;
5.2.3 disclosure or use by any Vendor who continues as a party required to disclose any Confidential Information director or make any announcement employee of the Company in the ordinary and proper course of his duties shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content not constitute a breach of such disclosure covenant or announcement or other action which undertaking; and
5.2.4 Xxxx, Sells & Partners Limited may disclose to investors in funds managed by it (in accordance with its previous practice) information concerning the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:Group:-
(a) obtained prior to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;Completion; and/or
(b) obtained thereafter and relating to that party’s professional advisersthe rights and obligations of Xxxx, auditors or bankersSells & Partners Limited and/or Nash, but before Sells, LP 1A and/or Xxxx, Sells LP 1C under this Agreement the Tax Deed and any other documents entered into pursuant hereto and/or as a holder of shares in the Purchaser;
5.2.5 this obligation shall not prevent disclosure of any information by any Vendor to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make another Vendor in connection with this Agreement or the Tax Deed or any announcement which agreement entered into pursuant hereto in the Company is required to make pursuant proper enjoyment by that Vendor of its rights under this Agreement or any agreement aforesaid or performance of its obligations thereunder.
5.3 All records, papers and documents in the possession, custody or control of or kept or made by or on behalf of the Vendors relating exclusively to the AIM Rules as a result business or affairs of any transaction Group Company or other relationship entered into between belonging to any Group Company shall be deemed to be the Company’s property of that Group Company and any Member of the Shareholder’s Group.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties such items shall be delivered to the Company and shall be obliged to act and vote on all matters pertaining to Purchaser or as the Board in what they perceive to promote the success of the CompanyPurchaser may direct at Completion.
Appears in 1 contract
Samples: Share Acquisition Agreement (Integrated Health Services Inc)
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party Neither Party nor any Affiliate of either Party shall make any announcements with regard to this Deed or any transactions contemplated herein unless prior thereto it furnishes the other Party with a copy of such announcement and obtains the prior written consent of the other Party to such announcement (such consent not to be unreasonably withheld or delayed) except to the extent either Party (or in an Affiliate) is required by law, the case of Licence Interest Documents, or the Company, permit any other Member of the Company’s Group or in the case requirements of a Shareholdercompetent government agency or other regulatory body, permit or any of its Associates recognised stock exchange or exchange regulated market in compliance with their rules and regulations to make) make any such announcement or press release concerning the subject matter of otherwise than in compliance with this agreement, save as required under the AIM Rules and Section 7 in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall which case such Party will use all reasonable endeavours to ensure that any provide to the other Party notification and a copy of such announcement two (2) Business Days prior to the date the announcement is to be made.
7.2 The terms of this Deed and all discussions and information of a secret or confidential nature received by it from any other party exchanged between the Parties in connection with the transactions contemplated herein (the “Confidential Information”) shall be treated as held confidential by it and its officers, employees, advisers, representatives and agents the Parties and shall not be disclosed divulged in any way to any third party.
7.3 Nothing in party other than solely to the extent necessary to satisfy any conditions to the signing of this clause prevents Deed including any announcement being made or any notification to the Secretary, by one Party without the prior written approval of the other Party; provided that either Party may, without such approval, disclose such Confidential Information being disclosedto:
(a) with any Affiliate of such Party, provided that such Affiliate is bound by the written approval provisions of the other parties, which in the case this Section 6 and that such Party is responsible for any violation of any announcement shall not be unreasonably withheld or delayed; orthis provision by its Affiliate;
(b) any professional consultants or other professional advisers, provided they are under existing confidentiality obligations or the disclosing Party obtains a similar undertaking of confidentiality (but excluding any right to make further disclosure) from such consultants or advisers;
(c) any independent legal advisors engaged, or proposed to be engaged, by or on behalf of a Party or an Affiliate where such legal advisors are bound by an obligation of confidentiality;
(d) any bank, financial institution or investor from whom such Party is seeking or obtaining finance, financial advice or an investment, provided the disclosing Party obtains a similar undertaking of confidentiality (but excluding any right to make further disclosure) from such bank, financial institution or investor;
(e) to the extent required by law any applicable laws, the Licences, the other Licence Interest Documents or by the London Stock Exchange requirements of any recognised stock exchange in compliance with its rules and regulations;
(f) a bona fide prospective transferee of a Party’s interest, or portion thereof in a Licence to the extent appropriate in order to allow the assessment of such interest (including an entity with whom a Party and/or its Affiliate are conducting bona fide negotiations directed towards a merger, consolidation or sale of the majority of its or an Affiliate’s shares);
(g) any other government agency (including any Tax authority) reasonably requesting such information; or
(h) any court of competent regulatory body, but a party required jurisdiction acting in pursuance of its powers.
7.3 The above undertaking of confidentiality shall not extend to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any partyis:
(a) generally available to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality wrongful disclosure by that party;a Party; or
(b) available to that party’s professional advisers, auditors or bankers, but before any disclosure a Party on a non-confidential basis from a source other than the other Party if such source is entitled to any disclose such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the information.
7.4 The provisions of this clause; or
Section 7 shall survive for two (c2) received in good faith by years from the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result date of any transaction or other relationship entered into between the Company’s Group and any Member termination of the Shareholder’s GroupSPA.
7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.
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Samples: Supplemental Deed of Amendment and Restatement (Endeavour International Corp)