ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 No party shall make or permit any person connected with him to make any announcement concerning this sale and purchase or any ancillary matter before, on or after Completion except as required by law or any competent regulatory body or with the written approval of the other parties, such approval not to be unreasonably withheld or delayed. 13.2 Subject to clause 13.1, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to the provisions or the subject matter of this agreement or any document referred to herein or the negotiations relating to this agreement or any document referred to herein. 13.3 Any party may disclose information which would otherwise be confidential if and to the extent: (a) required by law or any Competent Authority, including any securities laws of the United States; (b) that the information is disclosed on a strictly confidential basis to the professional advisers, auditors and/or bankers of that party; (c) that the information is in, or has come into the public domain through no fault of that party; (d) that the other parties has given their prior written approval to the disclosure; or (e) necessary to enable that party to enforce its rights under this agreement. 13.4 The restrictions contained in this clause 13 shall continue to apply without limit in time. 13.5 With effect from the Signing Date, the provisions of the Term Sheet shall be terminated save as regards any antecedent breach thereof.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Bottomline Technologies Inc /De/)
ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 9.1 No party shall make or permit any person connected with him to make any announcement concerning this sale and purchase or any ancillary matter before, on or after Completion except as required by law or any competent regulatory body or with the written approval of the other partiesPurchaser (in the case of any EBT Seller) and Xxxxxxx and the Individual Sellers’ Representative (in the case of the Purchaser), such approval not to be unreasonably withheld or delayed.
13.2 9.2 Subject to clause 13.1subclause 9.1, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to the provisions or the subject matter of this agreement or any document referred to herein or the negotiations relating to this agreement or any document referred to herein.
13.3 9.3 Any party may disclose information which would otherwise be confidential if and to the extent:
(a) such disclosure is required by law or any Competent Authority, including any securities laws of the United States;
(b) that the information is disclosed on a strictly confidential basis to the professional advisers, auditors and/or bankers of that party;
(c) that the information is in, or has come into the public domain through no fault of that party;
(d) that the other parties has have given their prior written approval to the disclosure; or
(e) necessary to enable that party to enforce its rights under this agreement, provided that any such information disclosed pursuant to subparagraphs (a) or (b) of this subclause 9.3, where practicable and to the extent permitted by law, shall be disclosed only after notice to each other party.
13.4 9.4 The restrictions contained in this clause 13 9 shall continue to apply without limit in time.
13.5 With effect from the Signing Date, the provisions of the Term Sheet shall be terminated save as regards any antecedent breach thereof.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Zipcar Inc)
ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 No party 11.1 Subject to clause 11.3, no Party shall make or permit any other person connected with him to make any press release or other public announcement concerning about this sale and purchase Agreement or any ancillary matter before, on or after Completion except as required the transactions contemplated by law or any competent regulatory body or with it without the prior written approval consent of the other parties, such approval Party (which shall not to be unreasonably withheld withheld, conditioned or delayed).
13.2 11.2 Subject to clause 13.111.3, each party Party shall treat the following information as strictly confidential all and shall not disclose or use it:
11.2.1 details of the provisions of this Agreement and any agreement, document or arrangement entered into in connection with this Agreement; and
11.2.2 information received or obtained as a result of entering into or performing this agreement which relates relating to the provisions or negotiations leading to the subject matter execution of this agreement Agreement and any agreement, document or any document referred to herein or the negotiations relating to arrangement entered into in connection with this agreement or any document referred to hereinAgreement.
13.3 Any party 11.3 Either Party may disclose or use information which would otherwise required by clause 11.2 to be confidential treated as confidential, or may make, or permit any person to make, any press release or other public announcement:
11.3.1 if and to the extent:
(a) extent required by law applicable law, regulation or regulator (including the SEC and any Competent AuthorityGaming Regulator (including, including for the avoidance of doubt, any announcement or statement made in a registration statement or report filed with the SEC)) in any relevant jurisdiction; and
11.3.2 if and to the extent required or requested by any court, competent regulatory or governmental body, Tax Authority or securities laws exchange in any relevant jurisdiction, whether or not the requirement or request has the force of the United States;
(b) law, and, provided that the information is disclosed on a strictly confidential basis disclosing Party shall take all such steps as are reasonably practicable in the circumstances and permitted by law, to the professional advisers, auditors and/or bankers of that party;
(c) that the information is in, or has come into the public domain through no fault of that party;
(d) that notify the other parties has given their prior written approval to Party before the relevant disclosure; or
(e) necessary to enable that party to enforce its rights under this agreement, release or announcement is made.
13.4 The restrictions contained in this clause 13 shall continue to apply without limit in time.
13.5 With effect from the Signing Date, the provisions of the Term Sheet shall be terminated save as regards any antecedent breach thereof.
Appears in 1 contract
ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 17.1 No party shall make or permit any person connected with him to make any announcement concerning this sale and purchase or any ancillary matter before, on or after Completion except as required by law or any competent regulatory body or with the written approval of the other partiesPurchaser (in the case of any Seller) and the Sellers’ Representatives (in the case of the Purchaser), such approval not to be unreasonably withheld or delayed.
13.2 17.2 Subject to clause 13.1subclause 17.1, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to the provisions or the subject matter of this agreement or any document referred to herein or the negotiations relating to this agreement or any document referred to herein.
13.3 17.3 Any party may disclose information which would otherwise be confidential if and to the extent:
(a) such disclosure is required by law or any Competent Authority, including any securities laws of the United States;; or
(b) that the information is disclosed on a strictly confidential basis to the professional advisers, auditors and/or bankers of that party;; or
(c) that the information is in, or has come into the public domain through no fault of that party;; or
(d) that the other parties has have given their prior written approval to the disclosure; or
(e) necessary to enable that party to enforce its rights under this agreement, provided that any such information disclosed pursuant to subparagraphs (a) or (b) of this subclause 17.3, where practicable and to the extent permitted by law, shall be disclosed only after notice to each other party.
13.4 17.4 The restrictions contained in this clause 13 17 shall continue to apply without limit in time.
13.5 With effect from the Signing Date, the provisions of the Term Sheet shall be terminated save as regards any antecedent breach thereof.
Appears in 1 contract
