ANNOUNCEMENTS AND CONFIDENTIALITY. 12.1 Subject to clause 12.2, no press or public announcements, circulars or communications relating to this agreement or the subject matter of it shall be made or sent by any of the parties without the prior written approval of the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, such approval not to be unreasonably withheld or delayed. 12.2 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 by law or by any securities exchange or regulatory or governmental body to which that party is subject (including without limitation the New York Stock Exchange and the Securities and Exchange Commission) provided that the party making it shall use all reasonable endeavours to consult with, as relevant, the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, prior to its making or despatch. 12.3 Nothing in this agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of any member of the Xxxx Group informing it that the Purchaser has purchased the Shares (but not any further details of such purchase). 12.4 Subject to clause 12.5, all of the parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to: 12.4.1 the provisions of this agreement, or any document or agreement entered into pursuant to this agreement; or 12.4.2 the negotiations relating to this Agreement. Subject to clause 12.5 the Vendors shall also treat as strictly confidential all Confidential Information and all other information received or obtained by them regarding the Xxxx Group as a result of being the owner of the Shares and all know-how comprised in the Intellectual Property. 12.5 Any of the parties may disclose information referred to in clause 12.4 which would otherwise be confidential if and to the extent the disclosure is: 12.5.1 required by the law of any relevant jurisdiction; 12.5.2 required by any securities exchange or regulatory or governmental body to which any of the parties is subject or reasonably submits, wherever situated, including (without limitation) the New York Stock Exchange and the Securities and Exchange Commission, whether or not the requirement for disclosure has the force of law; 12.5.3 required to vest in that party the full benefit of this agreement; 12.5.4 disclosed to the professional advisers, auditors or bankers of that party or any other any member of the Purchasers’ Group (in the case of the Purchaser); 12.5.5 disclosed to the officers or employees of that party or any other member of the Purchasers’ Group (in the case of the Purchaser), does not include the details of this agreement and is subject to the condition that the party making the disclosure shall procure that those persons comply with clause 12.4 as if they were parties to this agreement; 12.5.6 of information that has already come into the public domain through no fault of that party; or 12.5.7 approved by all of the other parties in writing in advance. 12.6 The restrictions contained in this clause shall continue to apply following Completion.
Appears in 1 contract
Samples: Share Purchase Agreement (Circor International Inc)
ANNOUNCEMENTS AND CONFIDENTIALITY. 12.1 5.1. Subject to clause 12.2the provisions of this Clause 5 and save and except for the Public Announcement or any communication pursuant to Applicable Law, no press announcement, circular or public announcements, circulars communication (each an "Announcement") concerning the existence or communications relating to content of this agreement or the subject matter of it Agreement shall be made or sent by any of the parties Party and/or its Affiliates without the prior written approval of the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, other Parties (such approval not to be unreasonably withheld or delayed.
12.2 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 by law or by any securities exchange or regulatory or governmental body to which that party is subject (including without limitation the New York Stock Exchange and the Securities and Exchange Commission) provided that the party making it shall use all reasonable endeavours to consult with, as relevant, the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, prior to its making or despatch.
12.3 Nothing in this agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of any member of the Xxxx Group informing it that the Purchaser has purchased the Shares (but not any further details of such purchase).
12.4 Subject 5.2. Clause 5 does not apply in respect of any Announcement if, and to clause 12.5the extent that, all 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 parties 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 treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to:
12.4.1 disclose and communicate, to the provisions of this agreementextent required, or any document or agreement entered into pursuant to this agreement; or
12.4.2 the negotiations relating to Transaction Document, including this Agreement. Subject , to clause 12.5 the Vendors shall also treat as strictly confidential all Confidential Information and all other information received or obtained by them regarding Company, for making requisite disclosures to the Xxxx Group as a result of being the owner of the Shares and all know-how comprised in the Intellectual Propertystock exchanges.
12.5 Any of the parties 5.3. A Party may disclose information referred to in clause 12.4 which would otherwise be confidential confidential, if and to the extent the disclosure isextent:
12.5.1 (i) required by the law of any relevant jurisdiction;
12.5.2 (ii) required by any securities exchange or regulatory or governmental body Governmental Authority to which any of the parties Party making the disclosure is subject or reasonably submits, wherever situated, including (without limitation) the New York Stock Exchange and the Securities and Exchange Commissionsubject, whether or not the such requirement for disclosure has the force of law;
12.5.3 (iii) required to vest in that party the full benefit of this agreementAgreement in either Party;
12.5.4 disclosed (iv) disclosure is made to any Affiliate of the Seller or member of the Purchaser's Group or to the professional advisers, auditors or and bankers of that party or any other any member either Party provided such Persons have been informed about and have accepted the confidentiality requirement of the Purchasers’ Group (this Clause 5 in the case of the Purchaser)writing;
12.5.5 disclosed to (v) the officers or employees of that party or any other member of the Purchasers’ Group (in the case of the Purchaser), does not include the details of this agreement and is subject to the condition that the party making the disclosure shall procure that those persons comply with clause 12.4 as if they were parties to this agreement;
12.5.6 of information that has already come into the public domain through no fault of that partythe Party disclosing such information; or
12.5.7 approved by all of (vi) the other parties in writing in advanceParties have given prior written approval to the disclosure; provided, further that any disclosure shall, so far as is practicable, be made only after consultation with the other Parties.
12.6 The restrictions contained in this clause shall continue to apply following Completion.
Appears in 1 contract
Samples: Share Exchange Agreement (Namliong SkyCosmos, Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 12.1 22.1 Subject to clause 12.2Clauses 22.3 and 22.4, no press or public announcementseach Party shall (and shall procure that each member of its relevant group and each such person's advisers and connected persons, circulars or communications relating to shall):
(a) not make any announcement concerning this agreement, the transactions contemplated by this agreement or any ancillary matter, save for the agreed form announcements set out in Schedule 5 to be made on Signing (the Agreed Form Announcements); and
(b) keep confidential the provisions and subject matter of, and the negotiations relating to, each Transaction Document.
22.2 The provisions of it Clause 22.1 shall be apply before, at and after Completion.
22.3 Nothing in Clause 22.1 prevents any announcement being made or sent by any of confidential information being disclosed:
(a) where such announcement is in the parties without Agreed Form or the prior confidential information disclosed comprises only information set out in an announcement in the Agreed Form; or
(b) with the written approval of the Purchaserother Parties, which in the Holdings Vendors’ Representative and the HHL Vendor’s Representative, such approval case of any announcement shall not to be unreasonably withheld or delayed.; or
12.2 Any party may make press or public announcements or issue a circular or communication concerning this agreement or the (c) subject matter of it if required by law or to Clause 8, by any securities exchange or Party to any Regulatory Authority, Sanctions Authority, other competent regulatory or governmental supervisory body or relevant financial institution to which the extent that party is subject (including without limitation such disclosure is, in the New York Stock Exchange and sole opinion of the Securities and Exchange Commission) provided that disclosing Party, necessary, desirable or expedient in connection with the party making it shall use all reasonable endeavours to consult with, as relevant, consummation of the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, prior to its making or despatch.
12.3 Nothing transactions contemplated in this agreement will prohibit (including in connection with satisfying the Purchaser from making or sending after Completion Conditions and/or addressing any announcement to a customer, client or supplier of any member of the Xxxx Group informing it that the Purchaser has purchased the Shares (but not any further details of such purchaseSanctions Law related issues).
12.4 Subject to clause 12.5, all of the parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to:
12.4.1 the provisions of this agreement, or any document or agreement entered into pursuant to this agreement; or
12.4.2 the negotiations relating to this Agreement. Subject to clause 12.5 the Vendors shall also treat as strictly confidential all Confidential Information and all other information received or obtained by them regarding the Xxxx Group as a result of being the owner of the Shares and all know-how comprised in the Intellectual Property.
12.5 Any of the parties may disclose information referred to in clause 12.4 which would otherwise be confidential if and (d) to the extent the disclosure is:
12.5.1 required by the law law, any court of competent jurisdiction or any relevant competent regulatory body (including a stock exchange) or supervisory body or authority of competent jurisdiction;
12.5.2 required by any securities exchange or regulatory or governmental body to which any of the parties , but if a person is subject or reasonably submits, wherever situated, including (without limitation) the New York Stock Exchange and the Securities and Exchange Commission, whether or not the requirement for disclosure has the force of law;
12.5.3 so required to vest make any announcement or to disclose any confidential information, the relevant Party shall promptly notify the other 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 regarding the form, timing and content of such announcement or 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.
22.4 Nothing in that party the full benefit of this agreement;
12.5.4 Clause 22.1 prevents any confidential 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 or bankers bankers;
(c) that the information is disclosed by a Party on a strictly confidential and need-to-know basis to another member of that party 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;
(e) that the information is in or comes into the public domain (other than through the disclosing Party's acts or omissions);
(f) that the information is required to be disclosed by VLH, VLF, the XXXX Guarantor, XXXX Amsterdam or any member of the Purchasers’ VLH Group (in or the case of the Purchaser);
12.5.5 disclosed VLF Group to the officers or employees U.S. Department of that party or any other member Justice and/or to an independent compliance monitor retained by XXXX Ltd in accordance with the terms of a deferred prosecution agreement entered into between the Purchasers’ Group (in the case U.S. Department of the Purchaser), does not include the details of this agreement Justice and is subject to the condition that the party making the disclosure shall procure that those persons comply with clause 12.4 as if they were parties to this agreement;
12.5.6 of information that has already come into the public domain through no fault of that partyXXXX Ltd on 10 February 2016; or
12.5.7 approved (g) such disclosure is required to be made to lending banks or other funding or prospective (whether debt or equity) funding parties of any Party or any of its Affiliates or arrangers or underwriters of such funding (or their respective Affiliates) or related agent, security agent, trustee or hedge counterparty or rating agency engaged by all or on behalf of the other parties in writing in advancesuch Party, together with their directors, officers and advisers.
12.6 The restrictions contained in this clause shall continue to apply following Completion.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. Announcements
12.1 The Institutional Seller and the Guarantor shall make their respective Announcements, and the Management Sellers’ Representative (or such other Management Seller as the Management Sellers’ Representative may authorise in writing) shall make the Employee Notification, in each case, on the day after the date of this Agreement (and neither the Institutional Seller nor the Management Sellers’ Representative shall make any such announcement or communication before the Guarantor has made its Announcement, which the Guarantor shall notify to the Institutional Seller and the Management Sellers’ Representative as soon as reasonably practicable thereafter). Each such Party may repeat the Announcements or the Employee Notification (as applicable) in substantially the same form and content at Completion. The Sellers acknowledge that the Purchaser or the Guarantor will, if required by applicable laws, file a copy of this Agreement (together with any other material agreement relating to the Transaction) in connection with the current report on SEC Form 8-K and/or the quarterly report on SEC Form 10-Q disclosing the entry by the Purchaser and the Guarantor into this Agreement and the Transaction, none of which will require notice to or the prior written consent of any Seller (provided that the Purchaser or Guarantor (as applicable) shall (unless prohibited by law or regulation) consult with a Seller and, to the extent practicable, take reasonable account of such Seller’s comments on any part of any such filing or report which identifies such Seller by name (which, in the case of the Institutional Seller, shall include any member of the Institutional Seller’s Group)).
12.2 Subject to clause 12.2Clause 12.1 or unless such disclosure is required by applicable law or regulation, by any competent judicial, governmental or regulatory body, or by the rules of any recognised stock exchange to which the relevant Party is subject, no press Party shall make or public announcements, circulars issue any announcement or communications relating to this agreement circular in connection with the existence or the subject matter of it shall this Agreement or any other Transaction Document, or cause any such announcement to be made or sent by any of the parties issued, without the prior written approval of the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, such approval not to be unreasonably withheld or delayed.
12.2 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 by law or by any securities exchange or regulatory or governmental body to which that party is subject (including without limitation the New York Stock Exchange and the Securities and Exchange Commission) provided that the party making it shall use all reasonable endeavours to consult with, as relevant, the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, prior to its making or despatch.
12.3 Nothing in this agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of any member of the Xxxx Group informing it that the Purchaser has purchased the Shares (but not any further details of such purchase).
12.4 Subject to clause 12.5, all of the parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates toconsent of:
12.4.1 the provisions of this agreement, or any document or agreement entered into pursuant to this agreement; or
12.4.2 the negotiations relating to this Agreement. Subject to clause 12.5 the Vendors shall also treat as strictly confidential all Confidential Information and all other information received or obtained by them regarding the Xxxx Group as a result of being the owner of the Shares and all know-how comprised in the Intellectual Property.
12.5 Any of the parties may disclose information referred to in clause 12.4 which would otherwise be confidential if and to the extent the disclosure is:
12.5.1 required by the law of any relevant jurisdiction;
12.5.2 required by any securities exchange or regulatory or governmental body to which any of the parties is subject or reasonably submits, wherever situated, including (without limitationa) the New York Stock Exchange and the Securities and Exchange Commission, whether or not the requirement for disclosure has the force of law;
12.5.3 required to vest in that party the full benefit of this agreement;
12.5.4 disclosed to the professional advisers, auditors or bankers of that party or any other any member of the Purchasers’ Group (in the case of an announcement by a Seller, the Purchaser);; and
12.5.5 disclosed to the officers or employees of that party or any other member of the Purchasers’ Group (b) in the case of an announcement by the Purchaser)Purchaser or the Guarantor, does not include the details of this agreement and is subject to the condition that the party making the disclosure shall procure that those persons comply with clause 12.4 as if they were parties to this agreement;
12.5.6 of information that has already come into the public domain through no fault of that party; or
12.5.7 approved by all of the other parties in writing in advanceInstitutional Seller.
12.6 The restrictions contained in this clause shall continue to apply following Completion.
Appears in 1 contract
Samples: Share Purchase Agreement (Tempur Sealy International, Inc.)
ANNOUNCEMENTS AND CONFIDENTIALITY. 12.1 Subject 11.1 Neither Party shall release a press release concerning this Agreement, the Transaction or any ancillary matter, unless the contents and timing of such press release has been agreed between the Parties separately, unless required by Law (in which case the Buyer and the Seller shall in good faith discuss the contents and timing of the press release or other announcement before it is released, to clause 12.2the extent permitted by applicable Law).
11.2 Each Party shall, no press and shall procure that each member of the Seller Group or public announcements, circulars Buyer Group (respectively) shall keep confidential all information provided to it by or communications relating to this agreement on behalf of the other Party or any member of the Seller Group or the subject matter Buyer Group (as applicable) or otherwise obtained by them or in connection with this Agreement which relates to the other Party or any member of it shall be made the Seller Group or sent the Buyer Group (as applicable).
11.3 Nothing in this Clause 11 prevents disclosure of confidential information by any of the parties without the prior written approval of the PurchaserParties:
11.3.1 to a public announcement, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, such approval not to be unreasonably withheld communication or delayed.
12.2 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 by law Law, by a rule of a listing authority or by any securities stock exchange or regulatory or governmental body to which that party is subject (including without limitation the New York Stock Exchange and the Securities and Exchange Commission) provided that the party making it shall use all reasonable endeavours to consult with, as relevant, the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, prior to its making or despatch.
12.3 Nothing in this agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of any member of the Xxxx Group informing it that the Purchaser has purchased the Shares (but not any further details of such purchase).
12.4 Subject to clause 12.5, all of the parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to:
12.4.1 the provisions of this agreement, or any document or agreement entered into pursuant to this agreement; or
12.4.2 the negotiations relating to this Agreement. Subject to clause 12.5 the Vendors shall also treat as strictly confidential all Confidential Information and all other information received or obtained by them regarding the Xxxx Group as a result of being the owner of the Shares and all know-how comprised in the Intellectual Property.
12.5 Any of the parties may disclose information referred to in clause 12.4 which would otherwise be confidential if and to the extent the disclosure is:
12.5.1 required by the law of any relevant jurisdiction;
12.5.2 required by any securities exchange or regulatory or governmental body to which any of the parties Party is subject or reasonably submits or by a competent Governmental Authority with relevant powers to which any Party is subject or submits, wherever situated, including (without limitation) the New York Stock Exchange and the Securities and Exchange Commission, whether or not the requirement for disclosure has the force of lawlaw provided that the public announcement, communication or circular shall, so far as is practicable, be made after consultation with the other Party and after taking into account the reasonable requirements of the other Party as to its timing, content and manner of making or despatch, provided that the Seller does not require Buyer’s consent in connection with the filing of any SEC Documents or any disclosures therein to the extent such filings and/or disclosures are required by applicable Law (including applicable securities laws and regulations) provided, however, that the Buyer will, to the extent practicable and permitted under applicable Law, have the opportunity to review and provide reasonable comments on the SEC Documents (which comments the Seller shall consider); and provided, further, that following the Closing, the Seller may freely make disclosures regarding the Transaction (where such disclosures are consistent with previous press releases, public disclosures or public statements made jointly by the Parties (or individually, if approved by the other Party)), the Liquidation and any matters not directly related to the Transaction;
12.5.3 required 11.3.2 in legal proceedings to vest in that party the full benefit of extent reasonably necessary to exercise its rights under this agreementAgreement;
12.5.4 disclosed 11.3.3 any of the Parties to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party;
11.3.4 any of the Parties to a Tax Authority to the extent required or reasonably appropriate for the tax affairs of the relevant Party or its Affiliates;
11.3.5 by the Buyer to comply with its fund reporting requirements in the ordinary course of business and consistent with past practice; and
11.3.6 any of the Parties to that Party’s professional advisers, auditors or bankers of and financiers, provided that party or before any other disclosure to any member of such person the Purchasers’ Group (in the case of the Purchaser);
12.5.5 disclosed to the officers or employees of that party or any other member of the Purchasers’ Group (in the case of the Purchaser), does not include the details of this agreement and is subject to the condition that the party making the disclosure relevant Party shall procure that it is made aware of the terms of this Clause 11 and shall procure that each such person undertakes in writing to adhere to those persons comply with clause 12.4 terms as if they it were parties to bound by the provisions of this agreement;
12.5.6 of information that has already come into the public domain through no fault of that party; or
12.5.7 approved by all of the other parties in writing in advanceClause 11.
12.6 The restrictions contained in this clause shall continue to apply following Completion.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 12.1 Subject to clause 12.214.1 No Party may, no press without the consent of the other Parties, make, issue or send any public announcement, communication or circular concerning the transactions contemplated under this Agreement, except for any announcements, circulars communications or communications relating circulars:
(1) made in compliance with Applicable Laws and the Listing Rules, provided that the Party making such disclosure has first consulted the other Parties (and taken into account the other Parties’ reasonable request as to this agreement or the subject matter timing, contents and manner of it shall be made despatch);
(2) made, issued or sent by a Party or a Group Company to any relevant Authority for the purposes of satisfying any of the parties conditions or otherwise in connection with the transaction contemplated under the Transaction Documents, provided that such Party shall as soon as reasonably practicable thereafter provide a copy of such public announcement, communication or circular to the other Parties;
(3) made, issued or sent by the Vendors and/or any of the First Vendor Associates, or any shareholders or Affiliate of the Vendors in connection with any marketing materials published or distributed for and on behalf of any shareholders or Affiliate of the Vendors, provided that no Confidential Information shall be disclosed in such materials.
14.2 If a Party is required by Applicable Laws, the Listing Rules or the requirement of any Authority with relevant powers to which a Party to this Agreement is subject or submits to make an announcement in relation to this Agreement and the transactions contemplated hereunder, the other Parties agree to use reasonable endeavours to supply all relevant information relating to itself that is within its knowledge or in its possession as may be required by any Authority (acting reasonably) to be included in the announcement.
14.3 Subject to Clause 14.1, details of negotiations relating to any Transaction Document and any information regarding any party and/or its Affiliates disclosed to the other Parties (to the extent such information is not already in the public domain and for the avoidance of doubt, any information provided to an Authority in a confidential submission shall not be considered to be in the public domain solely arising from the making of such submission) (“Confidential Information”) are confidential and shall not be disclosed to any third party (except, in relation to a Party, to its Affiliate, officers, employees, agents, investment managers and professional and other advisers and those of any Affiliate (“Authorised Persons”) without the prior written approval consent of the PurchaserParty(ies) to which the Confidential Information relates. If a Party is required by Applicable Law, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, such approval not to be unreasonably withheld or delayed.
12.2 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 by law or by any securities exchange or regulatory or governmental body to which that party is subject (including without limitation the New York Stock Exchange and the Securities and Exchange Commission) provided that the party making it shall use all reasonable endeavours to consult with, as relevantListing Rules, the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, prior to its making or despatch.
12.3 Nothing in this agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier requirement of any member of the Xxxx Group informing Authority or legal process or regulation to disclose any Confidential Information, it that the Purchaser has purchased the Shares (but not shall, before making any further details of such purchase).
12.4 Subject to clause 12.5disclosure or filing, all of the parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to:
12.4.1 the provisions of this agreement, or any document or agreement entered into pursuant to this agreement; or
12.4.2 the negotiations relating to this Agreement. Subject to clause 12.5 the Vendors shall also treat as strictly confidential all Confidential Information and all other information received or obtained by them regarding the Xxxx Group as a result of being the owner of the Shares and all know-how comprised in the Intellectual Property.
12.5 Any of the parties may disclose information referred to in clause 12.4 which would otherwise be confidential if and to the extent reasonably practicable and permitted by law, consult with the other Party(ies) regarding such disclosure and use reasonable efforts to seek confidential treatment for such portions of the disclosure is:
12.5.1 required or filing as may be reasonably requested by the law of any relevant jurisdiction;
12.5.2 required by any securities exchange or regulatory or governmental body to which any of the parties is subject or reasonably submits, wherever situated, including (without limitation) the New York Stock Exchange and the Securities and Exchange Commission, whether or not the requirement for disclosure has the force of law;
12.5.3 required to vest in that party the full benefit of this agreement;
12.5.4 disclosed to the professional advisers, auditors or bankers of that party or any such other any member of the Purchasers’ Group (in the case of the PurchaserParty(ies);
12.5.5 disclosed to the officers or employees of that party or any other member of the Purchasers’ Group (in the case of the Purchaser), does not include the details of this agreement and is subject to the condition that the party making the disclosure shall procure that those persons comply with clause 12.4 as if they were parties to this agreement;
12.5.6 of information that has already come into the public domain through no fault of that party; or
12.5.7 approved by all of the other parties in writing in advance.
12.6 The restrictions contained in this clause shall continue to apply following Completion.
Appears in 1 contract
Samples: Sale and Purchase Agreement
ANNOUNCEMENTS AND CONFIDENTIALITY. 12.1 17.1 Subject to clause 12.217.2, no press announcement, circular or public announcements, circulars communication (each an Announcement) concerning the existence or communications relating to content of this agreement or the subject matter of it Agreement shall be made by either party (or sent by any of the parties its respective Related Undertakings) without the prior written approval of the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, other party (such approval not to be unreasonably withheld or delayed).
12.2 Any party may make press or public announcements or issue a circular or communication concerning this agreement or 17.2 Clause 17.1 does not apply to any Announcement if, and to the subject matter extent that, it is required to be made by the rules of it if required by law or by any securities stock exchange or any governmental, regulatory or governmental supervisory body (including any Taxation Authority and any Regulatory Authority) or court of competent jurisdiction (Relevant Body) to which that party is subject (including without limitation the New York Stock Exchange and the Securities and Exchange Commission) provided that the party making it shall use all 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 the other party and after taking into account its reasonable endeavours to consult withrequirements regarding the content, as relevant, timing and manner of despatch of the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, prior to its making or despatchAnnouncement in question.
12.3 Nothing in this agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of any member of the Xxxx Group informing it that the Purchaser has purchased the Shares (but not any further details of such purchase).
12.4 17.3 Subject to clause 12.517.5, all of the parties each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement its obligations under the Share Purchase Documents which relates to:
12.4.1 (a) the subject matter and provisions of this agreement, or any document or agreement entered into pursuant to this agreement; orthe Share Purchase Documents;
12.4.2 (b) the negotiations relating to this Agreement. the Share Purchase Documents; or
(c) the other party.
17.4 Subject to clause 12.5 17.5, after Completion the Vendors shall also treat as strictly confidential all Seller shall
(a) not disclose or use the Confidential Information and all other information received or unless it has first obtained by them regarding the Xxxx Group as a result of being the owner Buyer’s permission; and
(b) ensure that no member of the Shares and all know-how comprised in Seller’s Group discloses or uses the Intellectual PropertyConfidential Information unless it has first obtained the Buyer’s permission.
12.5 Any of the parties 17.5 A party may disclose information referred to in clause 12.4 which would otherwise be confidential and the Seller may disclose Confidential Information if and to the extent the disclosure isextent:
12.5.1 (a) required by the law of any relevant jurisdiction;
12.5.2 (b) required by any securities exchange or regulatory or governmental body Relevant Body to which any of the parties party making the disclosure is subject or reasonably submits, wherever situated, including (without limitation) the New York Stock Exchange and the Securities and Exchange Commissionsubject, whether or not the such requirement for disclosure has the force of law;
12.5.3 (c) required to vest in that party the full benefit of this agreementAgreement in either party;
12.5.4 disclosed (d) disclosure is made to the professional advisersits Related Undertakings and/or its Representatives, auditors provided that any such Related Undertaking or bankers of that party or any other any member Representative is first informed of the Purchasers’ Group (in the case confidential nature of the Purchaser)information and such Related Undertaking or Representative acts in accordance with the provisions of clause 17.3 as if it were a party hereto;
12.5.5 disclosed to (e) the officers or employees of that party or any other member of the Purchasers’ Group (in the case of the Purchaser), does not include the details of this agreement and is subject to the condition that the party making the disclosure shall procure that those persons comply with clause 12.4 as if they were parties to this agreement;
12.5.6 of information that has already come into the public domain through no fault of that party; or
12.5.7 approved by all of (f) the other parties in writing in advanceparty has given prior written approval to the disclosure, provided that any disclosure shall, so far as it practicable, be made only after consultation with the other party and taking into account its reasonable requirements regarding the timing and manner of disclosure.
12.6 The restrictions contained in this clause shall continue to apply following Completion.
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Samples: Agreement for the Sale and Purchase of Shares (Enstar Group LTD)
ANNOUNCEMENTS AND CONFIDENTIALITY. 12.1 Subject to clause 12.2, no press or public announcements, circulars or communications relating to this agreement or the subject matter of it shall be made or sent by any 21.1 Each of the parties without the prior written approval of the Purchaser, the Holdings Vendors’ Representative Purchaser and the HHL Vendor’s Representative, such approval not to be unreasonably withheld Seller acknowledge that they shall only make (or delayed.
12.2 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 by law or by any securities exchange or regulatory or governmental body to which that party is subject (including without limitation the New York Stock Exchange and the Securities and Exchange Commission) provided that the party making it shall use all reasonable endeavours to consult with, as relevant, the Purchaser, the Holdings Vendors’ Representative and the HHL Vendor’s Representative, prior to its making or despatch.
12.3 Nothing in this agreement will prohibit the Purchaser from making or sending after Completion any announcement to a customer, client or supplier of any member of the Xxxx Group informing it that the Purchaser has purchased the Shares (but not any further details of such purchase).
12.4 Subject to clause 12.5, all of the parties shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to:
12.4.1 the provisions of this agreement, or any document or agreement entered into pursuant to this agreement; or
12.4.2 the negotiations relating to this Agreement. Subject to clause 12.5 the Vendors shall also treat as strictly confidential all Confidential Information and all other information received or obtained by them regarding the Xxxx Group as a result of being the owner of the Shares and all know-how comprised in the Intellectual Property.
12.5 Any of the parties may disclose information referred to in clause 12.4 which would otherwise be confidential if and to the extent the disclosure is:
12.5.1 required by the law of any relevant jurisdiction;
12.5.2 required by any securities exchange or regulatory or governmental body to which any of the parties is subject or reasonably submits, wherever situated, including (without limitation) the New York Stock Exchange and the Securities and Exchange Commission, whether or not the requirement for disclosure has the force of law;
12.5.3 required to vest in that party the full benefit of this agreement;
12.5.4 disclosed to the professional advisers, auditors or bankers of that party or any other any member of the Purchasers’ Group (in the case of the Purchaser);
12.5.5 disclosed to the officers or employees of that party or permit any other member of the Purchasers’ Purchaser's or the Seller's Group to make) any announcement concerning this Agreement, the transactions contemplated herein or any ancillary matter before, on or after Completion, in accordance with this Clause 21.
21.2 No Party will make (A) any public news release or other public disclosure or (B) other communication or general disclosure to any employees, suppliers, or other persons with whom the Divestment Business has material relationships, in each case with respect to this Agreement or the Transactions, without receiving the other's consent (which consent shall not be unreasonably withheld, conditioned or delayed).
21.3 This Clause 21 shall not prevent disclosure by a Party or its Representatives to the extent it reasonably believes that:
21.3.1 disclosure is required by a Governmental Authority having applicable jurisdiction (provided that the disclosing Party shall first, where permissible, inform the other Party of its intention to disclose such information and take into account the reasonable comments of the other Party and the disclosing Party shall cooperate with the other Party to seek reasonable assurances that the confidential nature of the confidential information required to be disclosed is preserved);
21.3.2 other than in respect of Clause 21.5, disclosure is 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 before such Confidential Information was received or held;
21.3.3 disclosure is of Confidential Information which has previously become publicly available other than through that Party's action or failure to act (or that of its Representatives);
21.3.4 disclosure is required for the case purpose of any arbitral or judicial Action arising out of this Agreement or any other Transaction Document;
21.3.5 disclosure is made to banks, financial institutions or any other source or prospective source of capital (whether debt or equity) of the Purchaser or arrangers of such capital or rating agencies engaged by or on behalf of the Purchaser), does not include together with their Representatives, provided such parties are under a duty of confidentiality on substantially the details same terms as this Clause 21;
21.3.6 disclosure is required to be made by the Seller or the Seller's Group in order to comply with obligations under any other Transaction Document; or
21.3.7 such disclosure is made by the Purchaser to any Related Investment Party, in each case provided such Related Investment Party is under a duty of confidentiality on substantially the same terms as this agreement Clause 21.
21.4 Each of the Purchaser and is subject to the condition that the party making the disclosure Seller shall, and shall procure that those persons comply with clause 12.4 as if they were parties to this agreement;
12.5.6 of information that has already come into the public domain through no fault of that party; or
12.5.7 approved by all each member of the Purchaser's Group or the Seller's Group, respectively, shall (i) keep confidential all Confidential Information provided to it by or on behalf of the Seller or the Purchaser or any member of the Seller's Group or the Purchaser's Group or otherwise obtained by them or in connection with this Agreement which relates to the Seller, the Purchaser or any member of the Seller's Group or the Purchaser's Group (including, in respect of the Purchaser and any member of the Purchaser's Group prior to Completion only, Confidential Business Information) and (ii) only use such Confidential Information as is strictly necessary in connection with the Transactions and for no other parties in writing in advancepurpose.
12.6 The restrictions contained in this clause shall continue to apply following Completion.
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