Common use of ANNOUNCEMENTS AND CONFIDENTIALITY Clause in Contracts

ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 Subject to the provisions of Clause 13.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Sellers or any of them to any supplier to or customer of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions). 13.2 The provisions of Clause 13.1 do not apply to: 13.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the Buyer: (a) by virtue of the regulations of the US Securities and Exchange Commission; or (b) by any court or governmental or administrative authority competent to require the same; or (c) by any applicable law or regulation; or 13.2.2 any statement or disclosure made in good faith by the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them; 13.2.3 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the Subsidiaries; 13.2.4 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or 13.2.5 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 or 14.4.

ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 7.1 Subject to the provisions of Clause 13.2‎7.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Option Sellers or any of them to any supplier to or customer of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties Buyer and the Sellers’ Representative to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions). 13.2 7.2 The provisions of Clause 13.1 ‎7.1 do not apply to: 13.2.1 7.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the Buyerany Party: (a) by virtue of the regulations of the US Securities and Exchange Commission; or (b) by any court or governmental or administrative authority competent to require the same; or (c) 7.2.2 by any applicable law or regulation; or; 13.2.2 7.2.3 any statement or disclosure made in good faith by any Option Seller, the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them; 13.2.3 7.2.4 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the Subsidiaries; 13.2.4 7.2.5 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or 13.2.5 7.2.6 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 or 14.410.

ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 8.1 Subject to the provisions of Clause 13.2‎8.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Sellers or any of them AD to any supplier to or customer of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties Buyer and the Sellers’ Representative to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions). 13.2 8.2 The provisions of Clause 13.1 ‎8.1 do not apply to: 13.2.1 8.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the Buyerany Party: (a) by virtue of the regulations of the US Securities and Exchange Commission; or (b) by any court or governmental or administrative authority competent to require the same; or (c) 8.2.2 by any applicable law or regulation; or; 13.2.2 8.2.3 any statement or disclosure made in good faith by AD, the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them; 13.2.3 8.2.4 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the Subsidiaries; 13.2.4 8.2.5 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or 13.2.5 8.2.6 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 or 14.412.

ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 Subject to the provisions of Clause 13.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Sellers or Buyer or any of them to any supplier to or customer client of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties Buyer and the Sellers' Representative to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions). 13.2 The provisions of Clause 13.1 do not apply to: 13.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the BuyerParties: (a) by virtue of the regulations of the US Securities and Exchange Commission; or (b) by any court or governmental or administrative authority competent to require the same; or (c) by any applicable law or regulation; or 13.2.2 any statement or disclosure made in good faith by any of the Sellers, the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it any of them in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them; 13.2.3 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the SubsidiariesSubsidiaries to inform them of the fact that the Buyer has acquired the Shares under this Agreement; 13.2.4 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or; 13.2.5 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 or 14.414.3; 13.2.6 any disclosure substantially in the form of the announcement in the Agreed Form, provided that the relevant Party shall, as soon as it becomes aware that any such disclosure may be required to be made, give notice in writing to the Sellers' Representative and the Buyer and shall, to the extent practicable consult with the Sellers' Representative and the Buyer on the content of any such disclosure, and take into account any reasonable requirements of the Sellers' Representative and the Buyer.

ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 7.1 Subject to the provisions of Clause 13.2‎7.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Sellers Altify UK Beneficial Owners or any of them to any supplier to or customer of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties Buyer and the Sellers’ Representative to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions). 13.2 7.2 The provisions of Clause 13.1 ‎7.1 do not apply to: 13.2.1 7.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the Buyerany Party: (a) by virtue of the regulations of the US Securities and Exchange Commission; or (b) by any court or governmental or administrative authority competent to require the same; or (c) 7.2.2 by any applicable law or regulation; or; 13.2.2 7.2.3 any statement or disclosure made in good faith by any Altify UK Beneficial Owner, the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them; 13.2.3 7.2.4 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the Subsidiaries; 13.2.4 7.2.5 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or 13.2.5 7.2.6 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 or 14.410.

ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 7.1 Subject to the provisions of Clause 13.2‎7.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Minority Sellers or any of them to any supplier to or customer of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties Buyer and the Sellers’ Representative to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions). 13.2 7.2 The provisions of Clause 13.1 ‎7.1 do not apply to: 13.2.1 7.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the Buyerany Party: (a) by virtue of the regulations of the US Securities and Exchange Commission; or (b) by any court or governmental or administrative authority competent to require the same; or (c) 7.2.2 by any applicable law or regulation; or; 13.2.2 7.2.3 any statement or disclosure made in good faith by any Minority Seller, the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them; 13.2.3 7.2.4 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the Subsidiaries; 13.2.4 7.2.5 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or 13.2.5 7.2.6 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 or 14.4Xxxxxx 11.

ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 11.1 Subject to the provisions of Clause 13.2‎11.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Majority Sellers or any of them to any supplier to or customer of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties Buyer and the Sellers’ Representative to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions). 13.2 11.2 The provisions of Clause 13.1 ‎11.1 do not apply to: 13.2.1 11.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the Buyerany Party: (a) by virtue of the regulations of the US Securities and Exchange Commission; or (b) by any court or governmental or administrative authority competent to require the same; or (c) by any applicable law or regulation; or; 13.2.2 11.2.2 any statement or disclosure made in good faith by any Majority Seller, the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them; 13.2.3 11.2.3 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the Subsidiaries; 13.2.4 11.2.4 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or 13.2.5 11.2.5 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 or 14.4‎12.

ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 12.1 Subject to the provisions of Clause 13.2Clauses 12.2 to 11.4, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Sellers or any of them to any supplier to or customer client of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties Buyer, the Institutional Seller and the Sellers’ Representative to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions). 13.2 12.2 The provisions of Clause 13.1 12.1 do not apply to: 13.2.1 12.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the BuyerBuyer or the Sellers: (a) by virtue of the regulations of the US Securities and Exchange Commission; or (b) by any court or governmental or administrative authority competent to require the same; or (c) by any applicable law or regulation; or 13.2.2 12.2.2 any statement or disclosure made in good faith by the Sellers, the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them; 13.2.3 12.2.3 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer client of the Company or of any of the Subsidiaries; 13.2.4 12.2.4 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or; 13.2.5 12.2.5 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 13; and 12.2.6 any disclosure made to a Tax Authority in connection with the Tax affairs of the disclosing party. 12.3 The Institutional Seller shall be entitled to disclose Confidential Information as may be required by law or 14.4by any relevant stock exchange or other regulatory body or for tax or accounting purposes and to the following: 12.3.1 any shareholder of BGF Group Limited; 12.3.2 any member of the BGF Group and any of their respective officers, employees, agents or advisers whose position makes it necessary or desirable to know that information, provided that in each case BGF ensures that the Confidential Information remains confidential and that, to the extent lawfully permitted, the Institutional Seller notifies the Buyer of such disclosure. 12.4 The Parties hereby acknowledge and agree that the Institutional Seller shall be permitted to list, attach, append, refer to or otherwise use details of the name and logo of the Company or of any other member of the Group, the nature of the business of the Group, the fact of the Institutional Seller's investment in the Group and details of the advisers to the parties to this Agreement in or to any marketing or publicity material (including on the website of the Institutional Seller).