Confidentiality and Restrictions. 5.1 Neither during the continuance of the Appointment, other than in the proper course of its duties and for the benefit of the Company, nor after the termination date of the appointment for any reason whatsoever, shall the Consultant nor Mr/Mrs [ ]: (a) use, disclose or communicate to any person any Confidential Information which he/she shall have come to know or have received or obtained at any time (before or after the date of this Agreement) by reason of or in connection with its and his/her service with the Company; or (b) copy or reproduce in any form or by or on any media or device save as reasonably necessary or allow others access to or to copy or reproduce Documents containing or referring to Confidential Information. 5.2 The Consultant acknowledges that all Documents containing or referring to Confidential Information at any time in his control or possession are and shall at all times remain the absolute property of the Company and the Consultant undertakes, both during the Appointment and after the termination of the Appointment:-. (a) to exercise due care and diligence to avoid any unauthorised publication, disclosure or use of Confidential Information and any Documents containing or referring to it; (b) at the direction of the Board, on or following the termination of this Agreement to deliver up any Confidential Information (including all copies of all Documents whether or not lawfully made or obtained) or to delete Confidential Information from any re-usable medium; and (c) to do such things and sign such documents at the expense of the Company as shall be reasonably necessary to give effect to this Clause and/or to provide evidence that it has been complied with. 5.3 The restrictions in Clause 5.1: (a) will not restrict the Consultant from disclosing (but only to the proper recipient) any Confidential Information which the Consultant is required to disclose by law or any order of the court or any relevant regulatory body, provided that the Consultant shall in so far as practicable give prior written notice to the Company of the requirement and of the information to be disclosed and insofar as it is practicable allow the Company an opportunity to comment on the requirement before making the disclosure; and (b) will not apply to Confidential Information which is or which comes into the public domain otherwise than as a result of an unauthorised disclosure by the Consultant. 5.4 The Consultant agrees that the restrictions set out in this Clause 5 are without prejudice to any other duties of confidentiality owed to the Company whether express or implied and are to survive the termination of the Appointment. 5.5 Save as permitted under Clause 5.6, the Consultant and Mr/Mrs [ ] shall not during the Appointment carry on or be concerned, engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any trade or business which in any way competes with that of the Company. 5.6 The Consultant and Mr/Mrs [ ] may have an interest in the Permitted Business. 5.7 The Consultant and Mr/Mrs [ ] shall not during the Appointment or for a period of 3 years following termination of the Appointment either on his own behalf or on behalf of any person, firm or company solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to the knowledge of the Consultant, is an employee or a prospective employee of the Company; or 5.8 The Consultant and Mr/Mrs [ ] shall not, save in respect of an interest permitted by clause 5.6 or with the prior written consent of the Board (which shall not be unreasonably withheld), for a period of 12 months from the termination of the Appointment ("the Period") within the United States of America or anywhere else the Company does business to a material extent ("Restricted Area") carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any part of any trade or business which competes with any part of any trade or business carried on by the Company.
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Samples: Share Sale and Purchase Agreement (Symposium Telecom Corp), Share Sale and Purchase Agreement (Symposium Telecom Corp)
Confidentiality and Restrictions. 5.1 Neither during With respect to the continuance information disclosed pursuant to Section 6.3.1, the Parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the AppointmentNon-Disclosure and Standstill Agreement, other than in dated as of March 13, 2007, between the proper course of its duties Company and for Blackstone Management Partners V, LLC (as such agreement may be amended from time to time, the benefit of “NDA”) or any similar agreement entered into between the Company and any Person to whom the Company, nor after any Company Subsidiary or any Company Representative provides information pursuant to this Section 6.3, it being understood and agreed by the termination date of Parties that, notwithstanding Section 6.3.1, (i) the appointment for Company, the Company Subsidiaries and the Company Representatives shall have no obligation to furnish, or provide any reason whatsoeveraccess to, shall the Consultant nor Mr/Mrs [ ]:
(a) use, disclose or communicate any information to any person Person not a party to, or otherwise covered by, the NDA or any Confidential Information which he/she similar agreement with respect to such information, (ii) Section 6.3.1 shall have come not require the Company to know take or have received or obtained at any time (before or after the date of this Agreement) by reason of or in connection with its and his/her service allow actions that would unreasonably interfere with the Company; or
’s or any Company Subsidiary’s operation of its business and (biii) copy or reproduce in any form or by or on any media or device save as reasonably necessary or allow others the Company shall not be required to provide access to or furnish any information if to copy do so would contravene any agreement to which the Company or reproduce Documents containing any Company Subsidiary is part, or referring violate any applicable Law, or where such access to Confidential Information.
5.2 The Consultant acknowledges information may involve the waiver of a disclosure of privilege so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that all Documents containing does not violate such agreement, violate such Law or referring to Confidential Information at compromise the Company’s or any time in his control or possession are and shall at all times remain the absolute property Company Subsidiary’s privilege with respect thereto. For purposes of the NDA, the Company and shall be deemed to have consented to the Consultant undertakes, both during the Appointment and after the termination of the Appointment:-.
(a) to exercise due care and diligence to avoid any unauthorised publication, disclosure or use of Confidential Information and any Documents containing or referring to it;
(b) at the direction of the Board, on or following the termination of this Agreement to deliver up any Confidential Information (including all copies inclusion of all Documents whether existing or not lawfully made or obtained) or to delete Confidential Information from any re-usable medium; and
(c) to do such things prospective financial advisors, partner sponsors and sign such documents at the expense other sources of the Company as shall be reasonably necessary to give effect to this Clause and/or to provide evidence that it has been complied with.
5.3 The restrictions in Clause 5.1:
(a) will not restrict the Consultant from disclosing (but only to the proper recipient) any Confidential Information which the Consultant is required to disclose by law or any order of the court or any relevant regulatory body, provided that the Consultant shall in so far as practicable give prior written notice to the Company of the requirement debt and of the information to be disclosed and insofar as it is practicable allow the Company an opportunity to comment on the requirement before making the disclosure; and
(b) will not apply to Confidential Information which is or which comes into the public domain otherwise than as a result of an unauthorised disclosure by the Consultant.
5.4 The Consultant agrees that the restrictions set out in this Clause 5 are without prejudice to any other duties of confidentiality owed to the Company whether express or implied and are to survive the termination of the Appointment.
5.5 Save as permitted under Clause 5.6, the Consultant and Mr/Mrs [ ] shall not during the Appointment carry on or be concerned, engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any trade or business which in any way competes with that of the Company.
5.6 The Consultant and Mr/Mrs [ ] may have an interest equity financing in the Permitted Businessterm “Representative.
5.7 The Consultant and Mr/Mrs [ ] shall not during the Appointment or for a period of 3 years following termination of the Appointment either on his own behalf or on behalf of any person, firm or company solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to the knowledge of the Consultant, is an employee or a prospective employee of the Company; or
5.8 The Consultant and Mr/Mrs [ ] shall not, save in respect of an interest permitted by clause 5.6 or with the prior written consent of the Board (which shall not be unreasonably withheld), for a period of 12 months from the termination of the Appointment ("the Period") within the United States of America or anywhere else the Company does business to a material extent ("Restricted Area") carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any part of any trade or business which competes with any part of any trade or business carried on by the Company.” Section 6.4
Appears in 1 contract
Samples: Merger Agreement
Confidentiality and Restrictions. 5.1 Neither during With respect to the continuance information disclosed pursuant to Section 6.3.1, the Parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the AppointmentNon-Disclosure and Standstill Agreement, other than in dated as of March 13, 2007, between the proper course of its duties Company and for Blackstone Management Partners V, LLC (as such agreement may be amended from time to time, the benefit of “NDA”) or any similar agreement entered into between the Company and any Person to whom the Company, nor after any Company Subsidiary or any Company Representative provides information pursuant to this Section 6.3, it being understood and agreed by the termination date of Parties that, notwithstanding Section 6.3.1, (i) the appointment for Company, the Company Subsidiaries and the Company Representatives shall have no obligation to furnish, or provide any reason whatsoeveraccess to, shall the Consultant nor Mr/Mrs [ ]:
(a) use, disclose or communicate any information to any person Person not a party to, or otherwise covered by, the NDA or any Confidential Information which he/she similar agreement with respect to such information, (ii) Section 6.3.1 shall have come not require the Company to know take or have received or obtained at any time (before or after the date of this Agreement) by reason of or in connection with its and his/her service allow actions that would unreasonably interfere with the Company; or
’s or any Company Subsidiary’s operation of its business and (biii) copy or reproduce in any form or by or on any media or device save as reasonably necessary or allow others the Company shall not be required to provide access to or furnish any information if to copy do so would contravene any agreement to which the Company or reproduce Documents containing any Company Subsidiary is part, or referring violate any applicable Law, or where such access to Confidential Information.
5.2 The Consultant acknowledges information may involve the waiver of a disclosure of privilege so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that all Documents containing does not violate such agreement, violate such Law or referring to Confidential Information at compromise the Company’s or any time in his control or possession are and shall at all times remain the absolute property Company Subsidiary’s privilege with respect thereto. For purposes of the NDA, the Company and shall be deemed to have consented to the Consultant undertakes, both during the Appointment and after the termination of the Appointment:-.
(a) to exercise due care and diligence to avoid any unauthorised publication, disclosure or use of Confidential Information and any Documents containing or referring to it;
(b) at the direction of the Board, on or following the termination of this Agreement to deliver up any Confidential Information (including all copies inclusion of all Documents whether existing or not lawfully made or obtained) or to delete Confidential Information from any re-usable medium; and
(c) to do such things prospective financial advisors, partner sponsors and sign such documents at the expense other sources of the Company as shall be reasonably necessary to give effect to this Clause and/or to provide evidence that it has been complied with.
5.3 The restrictions in Clause 5.1:
(a) will not restrict the Consultant from disclosing (but only to the proper recipient) any Confidential Information which the Consultant is required to disclose by law or any order of the court or any relevant regulatory body, provided that the Consultant shall in so far as practicable give prior written notice to the Company of the requirement debt and of the information to be disclosed and insofar as it is practicable allow the Company an opportunity to comment on the requirement before making the disclosure; and
(b) will not apply to Confidential Information which is or which comes into the public domain otherwise than as a result of an unauthorised disclosure by the Consultant.
5.4 The Consultant agrees that the restrictions set out in this Clause 5 are without prejudice to any other duties of confidentiality owed to the Company whether express or implied and are to survive the termination of the Appointment.
5.5 Save as permitted under Clause 5.6, the Consultant and Mr/Mrs [ ] shall not during the Appointment carry on or be concerned, engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any trade or business which in any way competes with that of the Company.
5.6 The Consultant and Mr/Mrs [ ] may have an interest equity financing in the Permitted Businessterm “Representative.
5.7 The Consultant and Mr/Mrs [ ] shall not during the Appointment or for a period of 3 years following termination of the Appointment either on his own behalf or on behalf of any person, firm or company solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to the knowledge of the Consultant, is an employee or a prospective employee of the Company; or
5.8 The Consultant and Mr/Mrs [ ] shall not, save in respect of an interest permitted by clause 5.6 or with the prior written consent of the Board (which shall not be unreasonably withheld), for a period of 12 months from the termination of the Appointment ("the Period") within the United States of America or anywhere else the Company does business to a material extent ("Restricted Area") carry on or be concerned or engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any part of any trade or business which competes with any part of any trade or business carried on by the Company.”
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