Confidentiality; No Solicitation. Each party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available to it in connection with the Exchange in strict confidence, shall not use such information except for the sole purpose of evaluating the Exchange and shall not disseminate or disclose any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates, agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the Exchange (each of whom shall be informed in writing by the disclosing party of the confidential nature of such information and directed by such party in writing to treat such information confidentially). The above limitations on use, dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing party from a third party entitled to disclose it; (ii) becomes known publicly other than through the disclosing party or any third party who received the same from the disclosing party, provided that the disclosing party had no Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed with the express prior written consent thereto of the other party. The parties shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained. In the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party, at the expense of the non-disclosing party, in obtaining a protective or similar order with respect to such information; and (iii) provide only that amount of information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.
Confidentiality; No Solicitation. 19 5.4......BEST EFFORTS; CONSENTS..........................................20 5.5......
Confidentiality; No Solicitation. 7 5.3 Best Efforts; Consents..........................................................................8 5.4
Confidentiality; No Solicitation. (a) Each Stockholder recognizes that successful consummation of the transactions contemplated by this Agreement (including the Merger) may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, prior to the public disclosure thereof by Parent or the Company pursuant to the terms of the Merger Agreement, each Stockholder hereby agrees, in his or her capacity as a stockholder of the Company only, not to issue any press release or make any other public statement or disclose or discuss such matters with anyone not a party to this Agreement (other than such Stockholder’s counsel and advisors, if any) without the prior written consent of Parent and the Company, except as required by Applicable Law.
(b) Except as set forth in this Section 4.4 each Stockholder (solely in his or her capacity as a Stockholder of the Company) hereby agrees that it shall immediately cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. During the term of this Agreement and except as permitted by Section 4.4(c), each Stockholder agrees that it shall not, directly or indirectly, (i) solicit, initiate, endorse, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, or (ii) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other contract relating to an Acquisition Proposal or any proposal or offer that is intended to lead to an Acquisition Proposal or that requires the Company to abandon the Merger Agreement or the transactions contemplated thereby. Each Stockholder hereby agrees to notify Parent in writing of any Acquisition Proposal within 24 hours after receipt of any such Acquisition Proposal, and shall disclose the material terms of such Acquisition Proposal.
(c) Notwithstanding anything to the contrary in this Agreement, solely to the extent the Company is permitted to take the actions set forth in Section 6.7 of the Merger Agreement with respect to an Acquisition Proposal and such Stockholder has not breached this Section 4.4, each Stockholder and its Representat...
Confidentiality; No Solicitation. (a) The Employee recognizes and acknowledges that the Employers’ and their affiliates’ trade secrets and confidential or proprietary information, are valuable, special and unique assets of their respective businesses. For purposes of this Agreement, a trade secret or confidential or proprietary information shall mean and include information treated as confidential or as a trade secret by the Employers or their affiliates, including but not limited to information regarding contemplated products, business and financial methods or practices, marketing techniques, customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, pricing, price lists, or other data, business plans, litigation, regulatory investigations, strategy, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, other plans (technical or otherwise), customer and industry lists, supplier lists, correspondence, internal reports, personnel files, employee compensation, sales and advertising material which is or was used in the business of the Employers or their affiliates.
(b) As of the Termination Date, the Employee will not, in whole or in part, disclose such trade secrets or confidential or proprietary information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, or make use of any such property for his own purposes or for the benefit of any person, firm, corporation or other entity (except the Employers) under any circumstances unless compelled to do so by applicable law. The Employee’s obligation under this Section shall not apply to any information that is generally available to the public, hereafter becomes available to the public without the fault of the Employee or is considered to be generic industry practice. The Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Employers and the Employee shall return to the Employers the originals and all copies of any such information provided to or acquired by the Employee in connection with the performance of his duties for the Employers, and shall return to the Employers all files, correspondence and/or other communications received, maintained and/or originated by the Employee during t...
Confidentiality; No Solicitation. Each Sponsor Party, severally and not jointly, agrees to be bound by and subject to Section 7.04 (Access to Information; Confidentiality) and Section 7.05(b) (No Solicitation) of the BCA to the same extent as such provisions apply to SPAC as if the Sponsor Parties were a party thereto.
Confidentiality; No Solicitation. Each Stockholder, severally and not jointly, agrees to be bound by and subject to Section 7.4 (No Solicitation) and Section 8.9 (Disclosure) of the BCA to the same extent as such provisions apply to Keystone as if the Stockholders were a party thereto.
Confidentiality; No Solicitation. (a) The Consultant acknowledges that he will have access at the highest level to, and the opportunity to acquire knowledge of, sensitive, confidential, proprietary and non-public information relating to the Company, including, without limitation, information concerning the Company's business; operations; affairs; plans; policies; business methods; systems; trade secrets; know-how; employees, officers and directors and their performance and personalities; customers and manufacturing processes (collectively, the "Information"). The Consultant acknowledges the confidentiality of the Information and that the Company has a legitimate and significant business interest in preventing the unauthorized disclosure of the Information. The Consultant shall not divulge, in any manner whatsoever, any
Confidentiality; No Solicitation. Each Sponsor Party, severally and not jointly, agrees to be bound by and subject to Section 5.7 (Access to Information; Confidentiality) and Section 5.13 (Nonsolicitation) of the Merger Agreement to the same extent as such provisions apply to Parent as if such Sponsor Party was a party thereto.
Confidentiality; No Solicitation
