Confidentiality and Public Announcements. 6.4.1 The following shall apply with respect to confidentiality: (a) Each Investor agrees to hold in strict confidence all Information furnished to it and the terms of this Agreement and the Shareholders Agreement (collectively, “Confidential Information”). Subject to applicable law, an Investor may disclose any Confidential Information to (x) any of its representatives on any board of any Group member (including any Representatives as such term is defined in the Shareholders Agreement), (y) any member of the Group or its directors, management or advisers (collectively, “Authorized Recipients”). Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by an Investor, (ii) is or becomes available to an Investor or any of its Authorized Recipients on a non-confidential basis from a third party source (other than any other Investor or its representatives or any Person described in clause (y) above), which source, to the best knowledge of such Investor (after reasonable inquiry), is not bound by a duty of confidentiality to any Investor or its representatives or any Person described in clause (y) above in respect of such Confidential Information or (iii) is independently developed by an Investor. If an Investor or any of its Authorized Recipients is required by law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosure of Confidential Information is requested by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and the other Investors of such requirement so that Luxco may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder. (b) Centerview may (i) disclose the identity of Luxco and VNU, the amount of its investment hereunder, the number and type of Centerview Units, a brief summary of the principal terms of this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent to its investors and potential investors, and (ii) disclose Confidential Information to the managing members, officers and directors of Centerview and to its legal advisors and other advisors who in their capacity as advisors would need to receive or know such Confidential Information, provided in all cases referred to in (i) and (ii) above that Centerview shall be responsible for any disclosure in violation of this Article 6.4 by any of its managing members, officers, directors, employees, agents and advisors to the same extent as if such disclosure had been by Centerview. 6.4.2 No public announcement or press release concerning the business of the Group or this Agreement or any of its provisions shall be made by Luxco or any Investor (or any Affiliate thereof), without the prior consent of Luxco, which may also be given in general terms with respect to categories of announcements. This provision shall not prohibit any public announcement or press release (a) permitted to be made on or after Closing in accordance with the terms of the Confidentiality Agreement between Centerview and Luxco dated October 4, 2006 (the “Existing Confidentiality Agreement”), or (b) required to be made by any applicable laws or regulations, provided that such Person that is making an announcement as referred to in (b) shall, to the extent practicable, consult with the other parties to this Agreement concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other parties at the same time as, or as soon as reasonably practicable after, the making of such announcement.
Appears in 1 contract
Confidentiality and Public Announcements. 6.4.1 The following None or the Parties hereto shall apply with respect make any publicity releases, interviews or other disclosure or dissemination of any information concerning this Agreement or its terms, or any Party’s performance hereunder, to confidentiality:
(a) Each Investor agrees any Person without the prior written approval of Buyer and Sellers’ Representative, such approval not to hold in strict confidence all Information furnished to it and be unreasonably withheld, conditioned or delayed; provided, however, that each of the terms Parties may disclose the contents of this Agreement Agreement: (i) to its employees, officers, directors, partners, members, shareholders and the Shareholders Agreement Affiliates and their respective advisors, agents and other representatives (collectively, “Confidential InformationRepresentatives”). Subject to applicable law, an Investor may disclose any Confidential Information to (x) any of its representatives on any board of any Group member (including any Representatives as such term is defined in the Shareholders Agreement), (y) any member of the Group or its directors, management or advisers (collectively, “Authorized Recipients”). Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by an Investor, (ii) is or becomes available to an Investor or any of its Authorized Recipients on a nonneed-to-know basis, provided that all such persons agree to hold confidential basis from a third party source (other than any other Investor or its representatives or any Person described such information substantially in accordance with this clause (yd) above), which source, to the best knowledge of such Investor (after reasonable inquiry), is not or are otherwise bound by a duty of confidentiality to any Investor or its representatives or any Person described in clause (y) above in respect of such Confidential Information or (iii) is independently developed by an Investor. If an Investor or any of its Authorized Recipients is required by law or regulation or any legal or judicial process to disclose any Confidential Informationother Parties, or disclosure of Confidential Information is requested by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and as the other Investors of such requirement so that Luxco case may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder.
(b) Centerview may (i) disclose the identity of Luxco and VNU, the amount of its investment hereunder, the number and type of Centerview Units, a brief summary of the principal terms of this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent to its investors and potential investorsbe, and (ii) disclose Confidential Information to the managing members, officers and directors of Centerview and to its legal advisors and other advisors who in their capacity as advisors would need to receive or know that such Confidential Information, provided in all cases referred to in (i) and (ii) above that Centerview Party shall be responsible for any disclosure in violation breach of the provisions of this Article 6.4 paragraph by its Representatives; (ii) to any of its managing members, officers, directors, employees, agents and advisors Governmental Authority or other Person to the same extent as that such Party determines, based on advice of legal counsel, that the disclosure is required under applicable securities laws or the terms of a subpoena or order issued by a court or governmental or regulatory body of competent jurisdiction or under any law, regulation, rule (including any stock exchange rule) or governmental proceeding (provided that such Party may only do so if such disclosure had been by Centerview.
6.4.2 No public announcement or press release concerning it, to the business of the Group or this Agreement or any of its provisions shall be made by Luxco or any Investor (or any Affiliate thereof)extent legally permissible, without the prior consent of Luxco, which may also be given in general terms with respect to categories of announcements. This provision shall not prohibit any public announcement or press release (a) reasonably promptly notifies the other Parties hereto in writing of such request or requirement, (b) provides the other Parties hereto with any proposed disclosures and affords reasonable advance notice to review and comment, (c) consults, in advance of any such disclosure, with the other Parties hereto on the advisability of taking legally available steps to resist or narrow such request or requirement and (d) uses commercially reasonable efforts to obtain, at such disclosing Party’s sole expense, an appropriate protective order or other reliable assurance that confidential treatment will be accorded any such information); and (iii) in connection with any lawsuit initiated to enforce any rights under this Agreement. Notwithstanding the foregoing, each Party acknowledges that the other Parties hereto shall be permitted to be made on provide copies of this Agreement, in draft or after Closing final form, to the extent necessary or advisable in accordance connection with discussions relating to, and the negotiation of the definitive agreements contemplated in this Agreement. Notwithstanding the foregoing, with the respect to any information that is subject both to this clause (d) and to the confidentiality terms of the Services Agreement, the terms of the Confidentiality Services Agreement between Centerview and Luxco dated October 4, 2006 (the “Existing Confidentiality Agreement”), or (b) required to be made by any applicable laws or regulations, provided that such Person that is making an announcement as referred to in (b) shall, to the extent practicable, consult with the other parties to this Agreement concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other parties at the same time as, or as soon as reasonably practicable after, the making of such announcementprevail.
Appears in 1 contract
Confidentiality and Public Announcements. 6.4.1 The following (a) Subject to Section 17(b) each Party shall apply with respect treat strictly confidential all information received or obtained as a result of entering into or performing this Agreement or prior to confidentialitythis Agreement which relates to:
(ai) Each Investor agrees the existence, subject matter and provisions of this Agreement or any document referred to hold in strict confidence or entered into pursuant to this Agreement, the negotiations relating to this Agreement and all Information furnished documents referred to it and in this Agreement or entered into pursuant to this Agreement, or the terms other Parties (or their Affiliates) (collectively the “Transaction Confidential Information”);
(ii) (in relation to the obligations of the Purchaser, but only for the period between the signing of this Agreement and Closing) any information received or held by the Shareholders Agreement Purchaser (or any of its Affiliates and representatives) relating to the Company, including information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the business of the Company (collectively, the “Company Confidential Information”), and
(iii) (in relation to the obligations of the Sellers, but only for the period after Closing) any Company Confidential Information received or held by the Sellers (or any of its Affiliates and representatives), ((i) through (iii) collectively the “Confidential Information”). Subject .
(b) Sections 17(a) and 17(c) do not apply to applicable law, an Investor may disclose any the disclosure of Confidential Information to (x) any of its representatives on any board of any Group member (including any Representatives as such term is defined in the Shareholders Agreement), (y) any member of the Group or its directors, management or advisers (collectively, “Authorized Recipients”). Confidential Information shall not include any information that Information:
(i) to the extent that it is or becomes generally available to the public other than as a result of an unauthorized disclosure a breach of any duty of confidentiality by an Investor, any Party;
(ii) is to a (managing) director, officer or becomes available employee of the Purchaser, the Sellers or an Affiliate of the Sellers or the Purchaser whose function requires him or her to an Investor or any of its Authorized Recipients on a non-confidential basis from a third party source (other than any other Investor or its representatives or any Person described in clause (y) above)have the Confidential Information, which source, subject to the best knowledge of such Investor (after reasonable inquiry), is not bound by a duty of confidentiality to any Investor or its representatives or any Person described in clause (y) above in respect of such condition that the Party making the disclosure procures that those persons treat the Confidential Information or as confidential;
(iii) to the extent that it is independently developed required to be disclosed by an Investor. If an Investor applicable law, rule of listing authority or a stock exchange or Governmental Authority with relevant powers to which the Sellers or any Affiliate of its Authorized Recipients is required by law the Sellers or regulation the Purchaser or any legal Af- filiate of the Purchaser is subject to or judicial process submits to, whether or not the requirement or request (as applicable) has the force of Law; provided that the disclosure shall so far as is practicable and lawful be made after consultation with the Purchaser or the Sellers (as the case may be) regarding the content, timing and manner of that disclosure unless the wording of any such disclosure is substantially the same as any previous disclosure made in consultation with the Purchaser or the Sellers (as the case may be);
(iv) to disclose any professional advisors, providers of third party finance or W&I broker(s) or W&I insurer(s) providing for the W&I Insurance or auditors of the Purchaser, the Purchaser’s Affiliates, the Sellers or the Sellers’ Affiliates in connection with their engagement and subject to customary confidentiality obligations;
(v) only with respect to Transaction Confidential Information but not Company Confidential Information, by the Sellers to any person being an investors or disclosure potential investors in any current or future Ardian Entity, in each case on a confidential basis; “Ardian Entity” means (A) Ardian France S.A. (or its successor), (B) any person which is either an Affiliate of Confidential Information Ardian France S.A. (or its successor), (C) any person which is requested advised or managed by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and the other Investors of such requirement so that Luxco may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder.
(b) Centerview may (i) disclose the identity of Luxco and VNU, the amount of Ardian France S.A. (or its investment hereunder, the number and type of Centerview Units, a brief summary of the principal terms of this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent to its investors and potential investors, and successor) or (ii) disclose Confidential Information to the managing members, officers and directors an Affiliate or successor of Centerview and to its legal advisors and other advisors who in their capacity as advisors would need to receive or know such Confidential Information, provided in all cases referred to in (i) and (ii) above that Centerview shall be responsible for any disclosure in violation of this Article 6.4 by any of its managing members, officers, directors, employees, agents and advisors to the same extent as if such disclosure had been by Centerview.
6.4.2 No public announcement or press release concerning the business of the Group or this Agreement or any of its provisions shall be made by Luxco or any Investor Ardian France S.A. (or any Affiliate thereofits successor), without the prior consent of Luxco, which may also be given in general terms with respect each case from time to categories of announcements. This provision shall not prohibit any public announcement or press release (a) permitted to be made on or after Closing in accordance with the terms of the Confidentiality Agreement between Centerview and Luxco dated October 4, 2006 (the “Existing Confidentiality Agreement”), or (b) required to be made by any applicable laws or regulations, provided that such Person that is making an announcement as referred to in (b) shall, to the extent practicable, consult with the other parties to this Agreement concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other parties at the same time as, or as soon as reasonably practicable after, the making of such announcement.time;
Appears in 1 contract
Confidentiality and Public Announcements. 6.4.1 The following Except as specifically provided herein or as required by applicable Laws (including, without limitation, any filing with the Securities and Exchange Commission or any applicable stock exchange rule), neither party shall apply disclose any of the terms or provisions of this Agreement to any person or entity not a party to this Agreement, nor shall either party issue any press releases or make any public statements (print, broadcast or otherwise) relating to this Agreement or the transactions contemplated hereunder, unless Buyer and Seller consent to such disclosures in writing, which consent shall not be unreasonably withheld, conditioned or delayed. [NTD: FOR MONTEREY ONLY: Seller may provide information to the Hotel Employees’ Union as the Seller determines is necessary to satisfy any obligation of the Labor Agreement or the National Labor Relations Act (including, upon request of the Union, providing a copy of this Agreement, redacted as to financial terms) regarding the sale and bargain with respect to confidentiality:
(a) Each Investor agrees to hold in strict confidence all Information furnished to it and shall provide Buyer with a copy of any such communications.] Except as specifically provided herein or as required by applicable Laws, prior to the terms Closing, Buyer shall keep all materials provided or made available to Buyer by Seller or Seller’s agents, and all materials generated by Buyer in the course of this Agreement conducting its inspections, review of books and records, and other due diligence activities relating to the Shareholders Agreement Hotel (including, without limitation, matters relating to the environmental condition of either Hotel), whether obtained through documents, oral or written communications, or otherwise (collectively, “Confidential the "Information”"), in the strictest confidence; provided, however, Buyer may make necessary disclosures to potential lenders, rating agencies, partners, attorneys, and consultants required in connection with Buyer's evaluation of the transactions contemplated under this Agreement provided that Buyer shall notify each such party of the confidential nature of the Information. Subject Except as specifically provided herein or as required by applicable Laws, prior to applicable lawClosing, an Investor may disclose any Confidential Information to (x) under no circumstances shall any of its representatives on the Information be used for any board of any Group member (including any Representatives as such term is defined in purpose other than the Shareholders Agreement), (y) any member investigation of the Group Hotel in connection with its purchase by Buyer as contemplated under this Agreement. This Section 15.14 shall survive the Closing or its directors, management or advisers (collectively, “Authorized Recipients”). Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by an Investor, (ii) is or becomes available to an Investor or any of its Authorized Recipients on a non-confidential basis from a third party source (other than any other Investor or its representatives or any Person described in clause (y) above), which source, to the best knowledge of such Investor (after reasonable inquiry), is not bound by a duty of confidentiality to any Investor or its representatives or any Person described in clause (y) above in respect of such Confidential Information or (iii) is independently developed by an Investor. If an Investor or any of its Authorized Recipients is required by law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosure of Confidential Information is requested by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and the other Investors of such requirement so that Luxco may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder.
(b) Centerview may (i) disclose the identity of Luxco and VNU, the amount of its investment hereunder, the number and type of Centerview Units, a brief summary of the principal terms earlier termination of this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent to its investors and potential investors, and (ii) disclose Confidential Information to the managing members, officers and directors of Centerview and to its legal advisors and other advisors who in their capacity as advisors would need to receive or know such Confidential Information, provided in all cases referred to in (i) and (ii) above that Centerview shall be responsible for any disclosure in violation of this Article 6.4 by any of its managing members, officers, directors, employees, agents and advisors to the same extent as if such disclosure had been by CenterviewAgreement.
6.4.2 No public announcement or press release concerning the business of the Group or this Agreement or any of its provisions shall be made by Luxco or any Investor (or any Affiliate thereof), without the prior consent of Luxco, which may also be given in general terms with respect to categories of announcements. This provision shall not prohibit any public announcement or press release (a) permitted to be made on or after Closing in accordance with the terms of the Confidentiality Agreement between Centerview and Luxco dated October 4, 2006 (the “Existing Confidentiality Agreement”), or (b) required to be made by any applicable laws or regulations, provided that such Person that is making an announcement as referred to in (b) shall, to the extent practicable, consult with the other parties to this Agreement concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other parties at the same time as, or as soon as reasonably practicable after, the making of such announcement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Realty Capital Hospitality Trust, Inc.)
Confidentiality and Public Announcements. 6.4.1 The following shall apply with respect to confidentiality:
(a) Each Investor Shareholder agrees to hold in strict confidence all Information furnished to it and it, the terms of this Agreement and any other matters relating to the Shareholders transaction contemplated by the Agreement or the discussions among the Parties in relation thereto (collectively, “Confidential Information”)) and to procure that its Affiliates and any Directors appointed by it hold in strict confidence the Confidential Information. Subject Notwithstanding the foregoing, subject to applicable lawApplicable Law, an Investor a Shareholder (and its Affiliates and Directors appointed by it) may disclose any Confidential Information to to:
(xi) any of its representatives Representatives in connection with the Transactions;
(ii) if a Shareholder is a fund or an Affiliate of a fund, on a confidential basis and strict need-to-know basis to the extent required for the purposes of such Shareholder’s reporting and valuation obligations or to current or prospective investors in such Shareholder and such Shareholder’s or its Affiliates’ lenders on a confidential and strict need-to-know basis; provided that only Confidential Information of the type customarily given to limited partners of or lenders to (as the case may be) such fund is disclosed, and in each case shall exclude commercially sensitive information provided only to Directors;
(iii) Pantheon Ventures (UK) LLP and any board of any Group member (including any Representatives its Affiliates for so long as such term entities are direct or indirect shareholders in Equitix Investor and Equitix Investor is defined in the Shareholders Agreement), a Shareholder;
(yiv) any Affiliate of such Shareholder; and
(v) any member of the Group or its directors, management or advisers advisers; (the recipients under sub-clauses (i)-(v) above, collectively, the “Authorized Authorised Recipients”). ; provided that a Shareholder shall not disclose any term of this Agreement to any Person described in sub-clause (v) above without the prior approval of the Company Board (such approval not to be unreasonably withheld or delayed); and provided that a Shareholder shall be responsible for the compliance of such Authorised Recipients with this Clause 11.4(a) or such Authorised Recipients shall have entered into a confidentiality undertaking for the benefit of the Company to hold any such information in strict confidence in accordance with this Clause 11.4(a).
(b) Confidential Information shall not include any information that that: (i) is or becomes generally available to the public other than as a result of an unauthorized unauthorised disclosure by an Investor, such Shareholder; (ii) is or becomes available to an Investor a Shareholder or any of its Authorized Authorised Recipients on a non-confidential basis from a third party source (other than any other Investor Shareholder or its representatives Representatives or any Person described in clause (y) aboveClause 11.4(a)(iv)), which source, to the best knowledge of such Investor source (after reasonable inquiry), ) is not known by the relevant Shareholder to be bound by a duty of confidentiality to any Investor Shareholder or its representatives Representatives or any Person described in clause (yClause 11.4(a)(v) above in respect of such Confidential Information or (iii) is independently developed by an Investor. If an Investor or any of its Authorized Recipients is required by law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosure of Confidential Information is requested by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and the other Investors of such requirement so that Luxco may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder.
(b) Centerview may (i) disclose the identity of Luxco and VNU, the amount of its investment hereunder, the number and type of Centerview Units, a brief summary of the principal terms of this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent to its investors and potential investors, and (ii) disclose Confidential Information to the managing members, officers and directors of Centerview and to its legal advisors and other advisors who in their capacity as advisors would need to receive or know such Confidential Information, provided in all cases referred to in (i) and (ii) above that Centerview shall be responsible for any disclosure in violation of this Article 6.4 by any of its managing members, officers, directors, employees, agents and advisors to the same extent as if such disclosure had been by Centerview.
6.4.2 No public announcement or press release concerning the business of the Group or this Agreement or any of its provisions shall be made by Luxco or any Investor (or any Affiliate thereof), without the prior consent of Luxco, which may also be given in general terms with respect to categories of announcements. This provision shall not prohibit any public announcement or press release (a) permitted to be made on or after Closing in accordance with the terms of the Confidentiality Agreement between Centerview and Luxco dated October 4, 2006 (the “Existing Confidentiality Agreement”), or (b) required to be made by any applicable laws or regulations, provided that such Person that is making an announcement as referred to in (b) shall, to the extent practicable, consult with the other parties to this Agreement concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other parties at the same time as, or as soon as reasonably practicable after, the making of such announcement.; or
Appears in 1 contract
Samples: Shareholders' Agreement
Confidentiality and Public Announcements. 6.4.1 19.1 No Party shall make any announcement, communication or disclosure in relation to this Agreement, its existence, the transactions contemplated hereunder, the ongoing negotiations between the Parties or the status of the same without the other Party’s prior written consent, unless
19.1.1 disclosure is required by applicable law, by virtue of regulations, judgments, ordinances or decrees issued by any competent judicial or administrative authority or by the competent stock exchange authorities or other pertinent regulatory authorities; or
19.1.2 such announcement, communication or disclosure is made by one of the Parties in favour of its management board, supervisory board, board of directors, legal, financial or accounting consultants (together: the “Representatives”) on a need to know basis in connection with the business of MePay Global upon the Representative’s request; or
19.1.3 Such announcement, communication or disclosure is based on the reasonable judgement of the relevant Party made in line with best market practice in the respective stock market at which the relevant Party or its direct or indirect shareholders are listed.
19.2 The following Parties shall apply keep confidential (and to ensure that their Representatives keep confidential) any information which they may receive or have received relating to the Parties themselves or to the businesses belonging to the Parties themselves or to their respective customers, with respect the exception of any information which is general to confidentiality:
the Parties’ business sector and that, due to its general applicability within such business sector, is part of the know-how of both Parties (a) Each Investor agrees to hold in strict confidence all Information furnished to it and the terms of this Agreement and the Shareholders Agreement (collectively, “Confidential Information”). Subject to applicable law, an Investor may disclose any Confidential Information to (x) any of its representatives on any board of any Group member (including any Representatives as such term is defined in the Shareholders Agreement), (y) any member of the Group or its directors, management or advisers (collectively, “Authorized Recipients”). Confidential Information and shall not include any information that (i) is use or becomes generally available to the public other than as a result of an unauthorized disclosure by an Investor, (ii) is or becomes available to an Investor or any of its Authorized Recipients on a non-confidential basis from a third party source (other than any other Investor or its representatives or any Person described in clause (y) above), which source, to the best knowledge of such Investor (after reasonable inquiry), is not bound by a duty of confidentiality to any Investor or its representatives or any Person described in clause (y) above in respect of such Confidential Information or (iii) is independently developed by an Investor. If an Investor or any of its Authorized Recipients is required by law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosure of Confidential Information is requested by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and the other Investors of such requirement so that Luxco may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder.
(b) Centerview may (i) disclose the identity of Luxco and VNU, the amount of its investment hereunder, the number and type of Centerview Units, a brief summary consent of the principal terms of Party it refers to. The restrictions under this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent Section 19 shall not apply to its investors and potential investors, and (ii) disclose Confidential Information information:
19.2.1 which is publicly available or which has become publicly available for reasons which cannot be attributed to the managing membersParties;
19.2.2 of which the respective other Party is already aware before it being disclosed;
19.2.3 which is acquired or developed independently through the independent activity of an employee or of a consultant to which such information was not disclosed (in any case, officers and directors without prejudice to the obligation of Centerview and the Parties to its legal advisors and other advisors who in ensure that their capacity as advisors would need to receive or know such respective Representatives keep confidential the Confidential Information); or
19.2.4 which is disclosed in compliance with the applicable laws on stock exchange regulations or – based on the reasonable judgement of the relevant Party – best market practice, provided as well as in all cases referred compliance with any regulation applicable to in (i) and (ii) above that Centerview shall be responsible for any disclosure in violation the Parties or by virtue of this Article 6.4 regulations, judgments, ordinances or decrees issued by any of its managing members, officers, directors, employees, agents and advisors to the same extent as if such disclosure had been by Centerviewcompetent judicial or administrative authority.
6.4.2 No public announcement or press release concerning the business of the Group or this Agreement or any of its provisions shall be made by Luxco or any Investor (or any Affiliate thereof), without the prior consent of Luxco, which may also be given in general terms with respect to categories of announcements. This provision shall not prohibit any public announcement or press release (a) permitted to be made on or after Closing in accordance with the terms of the Confidentiality Agreement between Centerview and Luxco dated October 4, 2006 (the “Existing Confidentiality Agreement”), or (b) required to be made by any applicable laws or regulations, provided that such Person that is making an announcement as referred to in (b) shall, to the extent practicable, consult with the other parties to this Agreement concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other parties at the same time as, or as soon as reasonably practicable after, the making of such announcement.
Appears in 1 contract
Samples: Joint Venture Agreement (Philippine Long Distance Telephone Co)
Confidentiality and Public Announcements. 6.4.1 The following shall apply with respect to confidentiality:
(a) Each Investor Shareholder agrees to hold in strict confidence all Information furnished to it and it, the terms of this Agreement and any other matters relating to the Shareholders transaction contemplated by this Agreement or the discussions among the Parties in relation thereto (collectively, “Confidential Information”)) and to procure that its Affiliates hold in strict confidence the Confidential Information. Subject to applicable lawLaw, an Investor a Shareholder may disclose any Confidential Information: (t) to any of its Representatives in connection with the Transactions; (w) if a Shareholder is a fund or an Affiliate of a fund, to current or prospective investors in such Shareholder, provided that only Confidential Information of the type customarily given to limited partners of such fund or to current or prospective investors is disclosed; (u) if a Shareholder is a fund or an Affiliate of a fund, or the Coty Parent, to such Shareholder’s or its Affiliates’ current or prospective lenders on a confidential and strict need to know basis as a direct consequence of such Shareholder’s participation in the Transactions, provided that only Confidential Information of the type customarily given to lenders to such Person is disclosed; (v) to its Representatives that are current or prospective partners or members of such Shareholder or are former partners or members who retained an economic interest in such Shareholder to the extent such disclosure is limited to customary disclosures made in the ordinary course of business by an investment fund to its current, prospective or former investors or equityholders in respect of investments made thereby, including in connection with the disposition thereof, each of which Representatives shall be deemed to be bound by the provisions of this Clause 9.2
(a) (provided that with respect to Representatives who are limited partners or members of any Shareholder, such Representatives shall instead be deemed to be bound by any confidentiality agreement or obligation with such Shareholder having restrictions substantially similar to this Clause 9.2(a)) and such Shareholder shall be responsible for any breach of this provision by any such Representative; (w) to any Affiliate of such Shareholder; (x) to any potential Transferee (in connection with a Transfer permitted hereunder) or Syndicatee, who shall agree to be bound by the provisions of its representatives on any board of any Group member (including any Representatives as such term is defined in the Shareholders Agreementthis Clause 9.2(a) or a confidentiality agreement having restrictions substantially similar to this Clause 9.2(a), and such Shareholder shall be responsible for any breach of this provision or such confidentiality agreement by any such Person; (y) to any member of the Group or its directorsManagement or advisers; (z) in connection with an audit or an ordinary course examination by a regulator, management bank examiner or advisers self-regulator, organization with regulatory oversight over such Member or Representative, provided that such audit or examination is not specifically directed at Topco, any of its Subsidiaries or the Confidential Information (the recipients under sub-clause (v)-(z) above, collectively, the “Authorized Authorised Recipients”); provided that a Shareholder shall not disclose any term of this Agreement to any Person described in sub-clause (y) above without the prior approval of the Bidco Board (such approval not to be unreasonably withheld or delayed); and provided that a Shareholder shall be responsible for the compliance of such Authorised Recipients with this Clause 9.2(a) or such Authorised Recipients shall have entered into a confidentiality undertaking for the benefit of Topco to hold any such information in strict confidence in accordance with this Clause 9.2(a). Confidential Information shall not include any information that that: (i) is or becomes generally available to the public other than as a result of an unauthorized unauthorised disclosure by an Investor, such Shareholder; (ii) is or becomes available to an Investor a Shareholder or any of its Authorized Authorised Recipients on a non-confidential basis from a third party source (other than any other Investor Shareholder or its representatives Representatives or any Person described in sub-clause (yw) above), which source, to the best knowledge of such Investor source (after reasonable inquiry), ) is not known by the relevant Shareholder to be bound by a duty of confidentiality to any Investor Shareholder or its representatives Representatives or any Person described in sub-clause (y) above in respect of such Confidential Information Information; or (iii) is independently developed by an Investorany Shareholder without the benefit of any other Confidential Information. If an Investor any Shareholder or any of its Authorized Authorised Recipients is required by law Law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosure of Confidential Information is requested such Shareholder shall, unless prohibited from doing so by any governmental authority having authority over such InvestorLaw or regulation, such Investor shall promptly notify Luxco Topco and the other Investors Shareholders of such requirement so that Luxco may Topco may, in consultation with the Shareholders to the extent practicable under the circumstances, at its own expense expense, oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor Shareholder or such Authorized Authorised Recipient is nonetheless required, or such a request nonetheless remains outstanding, required to disclose any such Confidential Information, such Investor Shareholder or Authorized Authorised Recipient may disclose such portion of such Confidential Information that is legally required to be disclosed without liability hereunder.
(b) Centerview A Shareholder may disclose Confidential Information in connection with any proposed Transfer of Securities by such Shareholder, provided that such Transfer is proposed to be made as a Transfer permitted by this Agreement, and the relevant Transferee shall enter into a confidentiality agreement for the benefit of the Group to hold any such information in strict confidence and not to use such information for any purpose other than such Transfer.
(c) Except to the extent any information relating to the tax treatment or tax structure of any Party (“Tax Information”) is required to be kept confidential to comply with any applicable securities laws, such Tax Information may be disclosed by a Party. For the purposes of this Clause 9.2(c), Tax Information does not include, and a Party will not disclose: (i) the name of, or any other identifying information regarding, any Party or any existing or future Party (or any Affiliate thereof); (ii) any performance information relating to any Party or its investments, if any; or (iii) any information regarding the specific terms of any Party.
(d) A Shareholder may disclose Confidential Information for the identity purpose of Luxco and VNU, enforcing the amount of its investment hereunder, the number and type of Centerview Units, a brief summary of the principal terms of this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent to its investors and potential investors, and (ii) disclose Confidential Information to the managing members, officers and directors of Centerview and to its legal advisors and other advisors who in their capacity as advisors would need to receive or know such Confidential Information, provided in all cases referred to in (i) and (ii) above that Centerview shall be responsible for any disclosure in violation of this Article 6.4 by any of its managing members, officers, directors, employees, agents and advisors to the same extent as if such disclosure had been by CenterviewAgreement.
6.4.2 (e) No public announcement or press release concerning the business or affairs of the Group or any member thereof or concerning this Agreement or any of its provisions shall be made by Luxco or any Investor Party (or any Affiliate thereof), without the prior consent of Luxco, which may also be given in general terms with respect to categories of announcementsthe Bidco Board. This provision shall not prohibit any public announcement or press release (a) permitted to be made on or after Closing in accordance with the terms of the Confidentiality Agreement between Centerview and Luxco dated October 4, 2006 (the “Existing Confidentiality Agreement”), or (b) required to be made by any applicable laws Laws or regulations, ; provided that such Person Party (or such Affiliate) that is making an such announcement as referred to in (b) shall, to the extent practicable, consult with Topco and the other parties to this Agreement Shareholders concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other parties Parties at the same time as, or as soon as reasonably practicable after, the making of such announcement. Notwithstanding anything to the contrary herein, in no event shall this Clause 9.2 limit disclosure by any Shareholder (or any Affiliate thereof) of ordinary course communications regarding this Agreement and the Transactions to its existing or prospective general and limited partners, equityholders, members, managers and investors of any Affiliates of such Person, including disclosing information about the Acquisition, the Transactions and the Group on their websites in the ordinary course of business consistent with past practice or as part of any sales and transfer to any co-investors.
Appears in 1 contract
Samples: Shareholders' Agreement (Coty Inc.)
