Confidentiality; Public Announcements. From and after the Closing, the Corporation and the Stockholders will treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to the Buyer or destroy, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation or any of the Stockholders, as the case may be, is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Corporation or any such Stockholder shall notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this subsection 20(c). If, in the absence of a protective order or the receipt of a waiver hereunder, the Corporation or any such Stockholder, as the case may be, is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Corporation or any such Stockholder may disclose the Confidential Information to the tribunal; provided, however, that such Stockholder shall use reasonable best efforts to obtain, at the request of the Buyer at its sole expense, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plans, product roadmaps and training operations, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosure. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultation.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nova Measuring Instruments LTD), Asset Purchase Agreement (Nova Measuring Instruments LTD)
Confidentiality; Public Announcements. From Each Limited Partner agrees, and after the Closingagrees to cause its Affiliates, the Corporation to at all times hold in confidence and the Stockholders will treat keep secret and hold as such inviolate all of the Confidential InformationPartnership’s confidential information, refrain from using any including, without limitation, the terms and conditions of this Agreement and all unpublished matters relating to the business, property, accounts, books, records, customers and contracts of the Confidential Information except in connection with this Agreement, and deliver promptly to Partnership which the Buyer or destroy, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation or any of the Stockholders, as the case may be, is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Corporation Limited Partner or any such Stockholder shall notify Affiliates may or hereafter come to know; provided, however, that, except as otherwise provided herein, the Buyer promptly Limited Partner may disclose any such information (i) to its Affiliates, directors, officers, employees, representatives and agents, including accountants, legal counsel and other advisors who have a need to know such information (provided, that any such disclosure is generally consistent with the scope and nature of disclosure made by such Limited Partner to such Persons), (ii) that otherwise is or has become generally available to the public (without breach of this Section 25(b)), (iii) as to which the Limited Partner has obtained knowledge from sources other than the Partnership or the directors or the officers of the request Partnership (provided, that such source is not known by such Limited Partner to be bound by a confidentiality agreement with the Partnership), (iv) that it is required to disclose by law or requirement subpoena or judicial process or as is required to enforce its rights hereunder or that is required to be disclosed under the rules of any stock exchange to which any Limited Partner or an Affiliate is subject, in which case, the disclosing Limited Partner shall, if possible, provide the Partnership with prompt advance notice of such disclosure so that the Buyer may Partnership shall have the opportunity if it so desires to seek an appropriate protective order or waive compliance with the provisions of this subsection 20(c). If, in the absence of a protective order or other appropriate remedy and, in connection with any such disclosure required by the receipt Securities and Exchange Commission (or similar governmental entity or regulatory authority) or the rules of any stock exchange to which a Limited Partner or any Affiliate of a waiver hereunderLimited Partner is subject, the Corporation or any disclosing Limited Partner shall use reasonable efforts to obtain confidential treatment for such Stockholder, as the case may be, is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Corporation or any such Stockholder may disclose the Confidential Information disclosure (to the tribunalextent reasonably available); provided, however, that such Stockholder with respect to standard examinations by or standard filings with any regulatory or governmental entity or regulatory authority, notice shall use reasonable best efforts to obtain, at the request of the Buyer at its sole expense, an order or other assurance that confidential treatment will not be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposalsrequired, or bidding information; (iv) business plans, product roadmaps and training operations, methods and manuals; (v) personnel records; to a potential Transferee, provided that prior to such disclosure such potential Transferee shall have entered into a confidentiality agreement in form and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other information disclosed by substance reasonably satisfactory to the Corporation to any Stockholder and was identified as confidential or proprietary Partnership except in the event of a potential Transferee in connection with a sale pursuant to a registration statement under the Securities Act or a broad distribution sale. Notwithstanding anything in this Agreement to the contrary, a Limited Partner or any Affiliate of such disclosureLimited Partner shall be permitted to disclose confidential information to: (x) their respective current and potential partners, members and investors, and such partners’, members’ and investors’ advisors (including, for the avoidance of doubt, in connection with normal fund raising and/or fund reporting activities) and (y) the participants at such Limited Partner’s annual meeting (it being understood and agreed that in each such case, the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential and such Limited Partner acknowledges and agrees that it shall remain responsible for any breach of this Section 25(b) by such Person). The Representative Each Limited Partner agrees that such confidential information shall consult with Buyer and Buyer shall consult be used only in connection with the Representative before issuing business of the Partnership, and the Limited Partner’s investment therein, and not for any press release other purpose. Notwithstanding anything in this Section 25(b) to the contrary, each Limited Partner may disclose and use all or otherwise making any public statements with respect portion of such confidential information that consists of the terms and conditions of this Agreement to the extent necessary to exercise or enforce such Limited Partner’s rights under this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultation.
Appears in 1 contract
Samples: Limited Partnership Agreement (Allegro Microsystems, Inc.)
Confidentiality; Public Announcements. From and after No Institutional Holders, Management Holder or Additional Holder shall disclose or use in any manner whatsoever, in whole or in part, any information concerning the ClosingCompany or any of its direct or indirect shareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the Corporation JWC Holders) received on a confidential basis from the Company or any other Person under or pursuant to this Agreement or any other agreement with the Company including without limitation financial terms and the Stockholders will treat financial and hold as such all organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Confidential Information, refrain from using Company or any of the Confidential Information except other Person in connection with this Agreementthe purchase or ownership of any Stock Equivalent; provided, and deliver promptly to the Buyer or destroyhowever, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by such Stockholder, information obtained from sources other than the Company or any of the Stockholders, as the case may be, is requested its direct or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demandindirect shareholders, or similar processany of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) to disclose any Confidential Information, the Corporation or any of their respective agents or representatives (including without limitation attorneys, accountants, financial advisors, engineers and insurance brokers) or information that is or becomes in the public domain, nor shall it be construed to prevent such Stockholder shall notify the Buyer promptly from (i) making any disclosure of the request any information (A) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or requirement so that the Buyer may seek an appropriate protective order determination of any court or waive compliance with the provisions of this subsection 20(c). Ifother governmental authority, in the absence of a protective order each case applicable to or the receipt of a waiver hereunder, the Corporation or any binding upon such Stockholder, as (B) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder business or that of the case may becorporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, isor (C) pursuant to subpoena; or (ii) making, on the advice of a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, compelled to disclose any Confidential Information accountants (including outside auditors), investors or general or managing partner; (iii) making such disclosures as such Stockholder reasonably deem necessary or appropriate to any tribunal Transferee and/or counsel to or else stand liable for contemptother representatives of such bank or financial institution or other entity, the Corporation or any to which such Stockholder may disclose the Confidential Information in good faith desires to the tribunalTransfer all or a portion of its interest in any Stock Equivalents; provided, however, that such Stockholder shall use reasonable best efforts Transferee or counsel to obtainor representative thereof, at agree to maintain the request confidentiality of such disclosures pursuant to a confidentiality agreement approved by the Buyer at its sole expense, an order Board of Directors; or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plansmaking, product roadmaps and training operationson a confidential basis, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other disclosures of such information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosurecurrent Stockholders. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultation.[Signatures on Following Pages] SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Appears in 1 contract
Confidentiality; Public Announcements. From and after No JWC Holder, Halifax Holder, Management Holder or Additional Holder shall disclose or use in any manner whatsoever, in whole or in part, any information concerning the ClosingCompany or any of its direct or indirect shareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the Corporation JWC Holders) received on a confidential basis from the Company or any other Person under or pursuant to this Agreement or any other agreement with the Company including without limitation financial terms and the Stockholders will treat financial and hold as such all organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Confidential Information, refrain from using Company or any of the Confidential Information except other Person in connection with this Agreementthe purchase or ownership of any Common Stock Equivalent; provided, and deliver promptly to the Buyer or destroyhowever, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by such Stockholder, information obtained from sources other than the Company or any of the Stockholders, as the case may be, is requested its direct or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demandindirect shareholders, or similar processany of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) to disclose any Confidential Information, the Corporation or any of their respective agents or representatives (including without limitation attorneys, accountants, financial advisors, engineers and insurance brokers) or information that is or becomes in the public domain, nor shall it be construed to prevent such Stockholder shall notify the Buyer promptly from (i) making any disclosure of the request any information (A) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or requirement so that the Buyer may seek an appropriate protective order determination of any court or waive compliance with the provisions of this subsection 20(c). Ifother governmental authority, in the absence of a protective order each case applicable to or the receipt of a waiver hereunder, the Corporation or any binding upon such Stockholder, as (B) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder business or that of the case may becorporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, isor (C) pursuant to subpoena; or (ii) making, on the advice of a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, compelled to disclose any Confidential Information accountants (including outside auditors) or general or managing partner; (iii) making such disclosures as such Stockholder reasonably deem necessary or appropriate to any tribunal Transferee and/or counsel to or else stand liable for contemptother representatives of such bank or financial institution or other entity, the Corporation or any to which such Stockholder may disclose the Confidential Information in good faith desires to the tribunalTransfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Stockholder shall use reasonable best efforts Transferee or counsel to obtainor representative thereof, at agree maintain the request confidentiality of such disclosures on the Buyer at its sole expense, an order terms stated herein; or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plansmaking, product roadmaps and training operationson a confidential basis, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other disclosures of such information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosurecurrent Stockholders. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultation.[Signatures on Following Pages]
Appears in 1 contract
Samples: Stockholders Agreement (Insight Health Services Holdings Corp)
Confidentiality; Public Announcements. From and after No Institutional Holders, Management Holder or Additional Holder shall disclose or use in any manner whatsoever, in whole or in part, any information concerning the ClosingCompany or any of its direct or indirect shareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the Corporation JWC Holders) received on a confidential basis from the Company or any other Person under or pursuant to this Agreement or any other agreement with the Company including without limitation financial terms and the Stockholders will treat financial and hold as such all organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Confidential Information, refrain from using Company or any of the Confidential Information except other Person in connection with this Agreementthe purchase or ownership of any Stock Equivalent; provided, and deliver promptly to the Buyer or destroyhowever, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by such Stockholder, information obtained from sources other than the Company or any of the Stockholders, as the case may be, is requested its direct or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demandindirect shareholders, or similar processany of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) to disclose any Confidential Information, the Corporation or any of their respective agents or representatives (including without limitation attorneys, accountants, financial advisors, engineers and insurance brokers) or information that is or becomes in the public domain, nor shall it be construed to prevent such Stockholder shall notify the Buyer promptly from (i) making any disclosure of the request any information (A) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or requirement so that the Buyer may seek an appropriate protective order determination of any court or waive compliance with the provisions of this subsection 20(c). Ifother governmental authority, in the absence of a protective order each case applicable to or the receipt of a waiver hereunder, the Corporation or any binding upon such Stockholder, as (B) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder business or that of the case may becorporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, isor (C) pursuant to subpoena; or (ii) making, on the advice of a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, compelled to disclose any Confidential Information accountants (including outside auditors), investors or general or managing partner; (iii) making such disclosures as such Stockholder reasonably deem necessary or appropriate to any tribunal Transferee and/or counsel to or else stand liable for contemptother representatives of such bank or financial institution or other entity, the Corporation or any to which such Stockholder may disclose the Confidential Information in good faith desires to the tribunalTransfer all or a portion of its interest in any Stock Equivalents; provided, however, that such Stockholder shall use reasonable best efforts Transferee or counsel to obtainor representative thereof, at agree to maintain the request confidentiality of such disclosures pursuant to a confidentiality agreement approved by the Buyer at its sole expense, an order Board of Directors; or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plansmaking, product roadmaps and training operationson a confidential basis, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other disclosures of such information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosurecurrent Stockholders. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultation.[Signatures on Following Pages] AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Appears in 1 contract
Confidentiality; Public Announcements. From and after (a) Following the Closing, the Corporation each of Seller and the Stockholders will treat Member shall, and hold Seller shall cause its Affiliates and its Affiliates’ officers, directors, employees and agents (collectively, “Seller Affiliates”) to, (i) maintain the confidentiality of, (ii) not use, and (iii) not divulge to any Person, any confidential trade secrets (as such all term is defined in N.D.C.C. 47-25.1-01) of or related to the Business and/or non-public or proprietary information of the Confidential InformationBusiness including, refrain from using any of the Confidential Information except in connection with this Agreementwithout limitation, all written and oral disclosures, materials, notes, logs, studies, customer lists, data, opinions, and deliver promptly interpretations related to the Business, the Properties and/or the transactions contemplated herein, except with the prior written consent of Buyer, or as may be required by Law; provided, that the Member and Seller Affiliates shall not be subject to such obligation of confidentiality for information that (x) otherwise becomes lawfully available to the Member or the Seller Affiliates after the Closing Date on a nonconfidential basis from a third party who is not under an obligation of confidentiality to Buyer or destroy, at (y) is or becomes generally available to the request and option public without breach of this Agreement by the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation Member or the Stockholders’ possessionSeller Affiliates. In If the event that the Corporation Member or any of the Stockholders, as the case may be, is requested or Seller Affiliate shall be required (by oral question or request for information or documents in Law to divulge any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Informationsuch information, the Corporation Member or any such Stockholder Seller Affiliate shall notify the provide Buyer promptly with prompt written notice of the each request or requirement so that the Buyer may seek an appropriate protective order or waive compliance other appropriate remedy, and the Member or Seller Affiliate shall cooperate with the provisions of this subsection 20(c). If, in the absence of Buyer to obtain a protective order or other remedy; provided, that, in the receipt of event that a waiver hereunderprotective order or other remedy is not obtained, the Corporation Member or any Seller Affiliate shall furnish only that portion of such Stockholderinformation which, as in the case may be, is, on the advice opinion of its counsel, the Member or Seller Affiliate is legally compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Corporation or any such Stockholder may disclose the Confidential Information to the tribunal; provided, however, that such Stockholder and shall use reasonable exercise its best efforts to obtain, at the request of the Buyer at its sole expense, an order or other obtain reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plans, product roadmaps and training operations, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosure. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultationinformation so disclosed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Quality Distribution Inc)
Confidentiality; Public Announcements. (a) Each of the Parties acknowledges and agrees that the Confidentiality Agreement shall be terminated upon the Closing. From and after the Closing, Seller shall hold and shall cause each of its Affiliates to hold, and Seller shall use its commercially reasonable efforts to cause its and its Affiliates’ respective officers, directors, managers, partners, employees, advisors, agents, and other representatives to hold, in confidence, unless compelled to disclose by Law, all confidential documents and information concerning the Corporation Company Group (“Company Confidential Information”). Notwithstanding the foregoing, it is acknowledged and agreed that Seller may disclose Company Confidential Information to Seller’s representatives, so long as any such representatives to whom disclosure is made need to know such Company Confidential Information in connection with any matter related to the Stockholders will treat Transactions or any bona fide disagreement or dispute relating hereto or to prepare financial statements or prepare and hold as file Tax Returns or other Tax filings, or are subject to an obligation or duty, to keep all such all Company Confidential Information confidential in accordance with the terms hereof. If Seller or any of the its Affiliates or representatives are requested or required by any Governmental Authority to disclose any such Company Confidential Information, refrain from using any such Party shall, to the extent not prohibited by applicable Law, promptly provide prior written notice of such disclosure to Buyer of the Confidential Information except in connection with this Agreement, and deliver promptly same to the permit Buyer or destroy, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation or any of the Stockholders, as the case may be, is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Corporation or any such Stockholder shall notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this subsection 20(c). If, in the absence of a protective order or the receipt of a waiver hereundertake other action deemed reasonably appropriate by Buyer. In such circumstances, the Corporation or any such StockholderSeller shall, as the case may beand shall cause its Affiliates and representatives to, is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Corporation or any such Stockholder may disclose the Confidential Information to the tribunal; provided, however, that such Stockholder shall use reasonable best reasonably cooperate at Buyer’s sole cost and expense with Buyer in Buyer’s efforts to obtain, at the request of the Buyer at its sole expense, an obtain a protective order or other reasonable assurance that confidential treatment will be accorded afforded to such portion Company Confidential Information. If, absent the entry of a protective order, Seller, its Affiliates or representatives are advised by their respective legal counsel that they are compelled as a matter of Law to disclose any such Company Confidential Information, such Person may disclose to the party compelling disclosure only that part of such Company Confidential Information as is required by Law to be disclosed as disclosed, and such Person shall exercise its commercially reasonable efforts to obtain confidential treatment for all such information. Notwithstanding the Buyer foregoing, Company Confidential Information shall designate. “Confidential Information” shall mean confidential not include information and trade secrets of the Corporation, including without limitation, that (i) can be shown to have been in the identitypublic domain through no fault of Seller, lists or descriptions of any customers, referral sources or organizations; (ii) financial statementsbecomes available to Seller on a nonconfidential basis from a source, cost reports other than the Company Group or other financial information; the current or former employees or consultants or independent contractors of the Company Group, Buyer or any of their Affiliates, which, to the knowledge of Seller has no obligation of confidentiality with respect to such Company Confidential Information, (iii) contracts proposals, was independently developed by Seller without reference to or bidding information; use of such Company Confidential Information or (iv) business plans, product roadmaps and training operations, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other information disclosed by was released pursuant to written authorization of the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosure. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultationCompany Group.
Appears in 1 contract
Samples: Securities Purchase Agreement (Computer Programs & Systems Inc)
Confidentiality; Public Announcements. (a) From and after the ClosingClosing and for so long as the confidentiality obligations contained in Section 4.6 of the Shareholders Agreement remain in effect, the Corporation Cementos and the Stockholders will treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this AgreementArgos Parties shall not disclose or use, and deliver promptly shall cause their respective Subsidiaries and shall instruct its and their respective Representatives not to the Buyer directly or destroyindirectly disclose or use, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation or any of the Stockholders, as the case may be, is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Corporation or any such Stockholder shall notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this subsection 20(c). If, in the absence of a protective order or the receipt of a waiver hereunder, the Corporation or any such Stockholder, as the case may be, is, on the advice of counsel, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law or by any Confidential Information to rule or regulation of any tribunal or else stand liable for contempt, the Corporation or any stock exchange (in which case such Stockholder may disclose the Confidential Information to the tribunal; provided, however, that such Stockholder Argos Parties shall use reasonable best efforts to obtain(x) consult with Summit prior to making any such disclosure to the extent permitted by Applicable Law and reasonably practicable under the circumstances and (y) at Summit’s expense, at cooperate in connection with Summit’s efforts to obtain a protective order or confidential treatment), all documents and information concerning the request ANAC Companies which such party obtained by virtue of its ownership of the Buyer at its sole expenseANAC Companies prior to the Closing (including trade secrets, an order confidential information and proprietary materials, which may include the following categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information, whether tangible or other assurance that confidential treatment will be accorded to such portion of intangible, which is not publicly available generally) (collectively, the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of ”), except to the Corporation, including without limitation, extent that such Confidential Information that can be shown to have been (i) in the identitypublic domain through no fault of, lists or descriptions breach of this Agreement on the part of, any customers, referral sources of the Argos Parties or organizations; any of their Affiliates or any of their respective Representatives and (ii) later lawfully acquired by such Argos Party on a non-confidential basis from sources other than the ANAC Companies, Summit or any of their respective Affiliates or their Representatives (or sources otherwise relating to any of the Argos Parties’ prior ownership of the ANAC Companies) and who are not known (after reasonable inquiry) to be under an obligation of confidentiality with respect thereto. Notwithstanding the foregoing, any such Person may disclose such Confidential Information (x) to his, her or its tax and financial statements, cost reports advisors for purposes of complying with such Person’s tax obligations or other financial information; (iii) contracts proposals, reporting obligations under Applicable Law arising out of the Transaction Documents or bidding information; (iv) business plans, product roadmaps and training operations, methods and manuals; (v) personnel records; the Transactions and (viy) fee structure to his, her or its legal counsel and management systemsaccountants for the purpose of evaluating the legal and financial ramifications of the Transaction Documents or the Transactions, policies provided, that the provisions of this Section 7.03 will not prohibit any disclosure reasonably necessary or procedures, including related forms and manuals and (vii) appropriate to enforce any data, software, reports, formulae, drawings, sketches and other information disclosed by the Corporation to any Stockholder and was identified as confidential right or proprietary in connection with such disclosure. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect remedy relating to this Agreement, Agreement or the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultationTransactions.
Appears in 1 contract
Confidentiality; Public Announcements. From (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms. (b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the Closingdate hereof, the Corporation Receiving Party and the Stockholders its Affiliates will treat and hold not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as such all defined below) of the Confidential Informationother Party (the “Disclosing Party”) or permit their respective Representatives to do the same, refrain from using any of the except that each Receiving Party may disclose such Confidential Information except or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and deliver promptly to their respective Representatives, in each case, who need to know such information for the Buyer foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or destroy(vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, at as applicable. If the request and option of the BuyerReceiving Party or its Affiliates, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation or any of the Stockholderstheir respective Representatives, as the case may be, is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Corporation or any such Stockholder shall notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this subsection 20(c). If, in the absence of a protective order or the receipt of a waiver hereunder, the Corporation or any such Stockholder, as the case may be, is, on the advice of counsel, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tribunal or else stand liable for contempttax return), the Corporation or any Receiving Party shall provide the Disclosing Party with prompt written notice of such Stockholder requirement (if permitted by Applicable Law) so that the Disclosing Party may disclose the Confidential Information to the tribunal; provided, however, that such Stockholder shall use reasonable best efforts to obtain, at the request of the Buyer at its sole expense, an seek a protective order or other assurance remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts to obtain assurances that appropriate confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designateInformation. “Confidential Information” shall mean confidential information (c) The Receiving Party, on behalf of itself and trade secrets on behalf of the Corporationits Affiliates and their respective Representatives, including without limitation, (i) the identity, lists or descriptions acknowledges that a breach of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plans, product roadmaps and training operations, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosure. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to its obligations under this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultation.Section
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Samples: Reinsurance Agreement (Aspen Insurance Holdings LTD)
Confidentiality; Public Announcements. From and after None of the ClosingCompany, the Corporation Interested Holders or any of their respective representatives or Affiliates will disclose to any Person, either directly or indirectly, either this Agreement or the Ancillary Documents, or the terms and the Stockholders will treat and hold as such all conditions of the Confidential Information, refrain from using any of the Confidential Information except foregoing, or the transactions contemplated hereby or thereby, unless otherwise required by applicable Laws based upon the written advice of counsel (in connection which case the disclosing party will provide sufficient advance written notice of such disclosure to allow the other party a reasonable time to seek temporary, interim, or permanent injunctions to such disclosure with the appropriate Governmental Authority), without the prior written consent of Parent; provided, that the Interested Holders may disclose such information (subject to confidentiality restriction at least as restrictive as the terms of this AgreementSection 6.02) to their respective directors, officers, stockholders, employees, agents, or advisors (including attorneys, accountants, and deliver promptly financial advisors) who or which need to know such information to consummate the Buyer or destroytransactions contemplated by this Agreement and the Ancillary Documents. Unless otherwise required by applicable Laws based upon the written advice of counsel, at the request and option none of the BuyerCompany, all tangible embodiments (and all copies) the Interested Holders or any of the Confidential Information which are within the Corporation their respective representatives or the Stockholders’ possession. In the event that the Corporation Affiliates will make any public announcements in respect of this Agreement or any of the StockholdersAncillary Documents, as the case may be, is requested terms and conditions of any of the foregoing or required (by oral question the transactions contemplated hereby or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demandthereby, or similar process) otherwise communicate with any news media without the prior written consent of Parent. Parent may, in Parent’s sole discretion, make public statements and issue press releases relating to disclose any Confidential Information, the Corporation or any such Stockholder shall notify Merger without the Buyer promptly consent of the request or requirement so that the Buyer may seek an appropriate protective order or waive compliance with the provisions of this subsection 20(c). If, in the absence of a protective order or the receipt of a waiver hereunder, the Corporation or any such Stockholder, as the case may be, is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Corporation or any such Stockholder may disclose the Confidential Information to the tribunalCompany; provided, however, that such Stockholder shall use reasonable best efforts prior to obtain, at the request of the Buyer at its sole expense, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions release of any customerspress release solely relating to the Merger, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plans, product roadmaps and training operations, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosure. The Representative Parent shall consult with Buyer and Buyer shall consult with Company regarding the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any content of such press release or make and shall consider any comments of the Company regarding such public statement prior to such consultationpress release in good faith.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Everyday Health, Inc.)
Confidentiality; Public Announcements. From and after No JWC Holder, Halifax Holder, Management Holder or Additional Holder shall disclose or use in any manner whatsoever, in whole or in part, any information concerning the ClosingCompany or any of its direct or indirect shareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the Corporation JWC Holders) received on a confidential basis from the Company or any other Person under or pursuant to this Agreement or any other agreement with the Company including without limitation financial terms and the Stockholders will treat financial and hold as such all organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Confidential Information, refrain from using Company or any of the Confidential Information except other Person in connection with this Agreementthe purchase or ownership of any Common Stock Equivalent; provided, and deliver promptly to the Buyer or destroyhowever, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by such Stockholder, information obtained from sources other than the Company or any of the Stockholders, as the case may be, is requested its direct or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demandindirect shareholders, or similar processany of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) to disclose any Confidential Information, the Corporation or any of their respective agents or representatives (including without limitation attorneys, accountants, financial advisors, engineers and insurance brokers) or information that is or becomes in the public domain, nor shall it be construed to prevent such Stockholder shall notify the Buyer promptly from (i) making any disclosure of the request any information (A) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or requirement so that the Buyer may seek an appropriate protective order determination of any court or waive compliance with the provisions of this subsection 20(c). Ifother governmental authority, in the absence of a protective order each case applicable to or the receipt of a waiver hereunder, the Corporation or any binding upon such Stockholder, as (B) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder business or that of the case may becorporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, isor (C) pursuant to subpoena; or (ii) making, on the advice of a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, compelled to disclose any Confidential Information accountants (including outside auditors) or general or managing partner; (iii) making such disclosures as such Stockholder reasonably deem necessary or appropriate to any tribunal Transferee and/or counsel to or else stand liable for contemptother representatives of such bank or financial institution or other entity, the Corporation or any to which such Stockholder may disclose the Confidential Information in good faith desires to the tribunalTransfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Stockholder shall use reasonable best efforts Transferee or counsel to obtainor representative thereof, at agree maintain the request confidentiality of such disclosures on the Buyer at its sole expense, an order terms stated herein; or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plansmaking, product roadmaps and training operationson a confidential basis, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other disclosures of such information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosurecurrent Stockholders. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultation.[Signatures on Following Pages] AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
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Confidentiality; Public Announcements. From and after No JWC Holder, Halifax Holder, Management Holder or Additional Holder shall disclose or use in any manner whatsoever, in whole or in part, any information concerning the ClosingCompany or any of its direct or indirect shareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the Corporation JWC Holders) received on a confidential basis from the Company or any other Person under or pursuant to this Agreement or any other agreement with the Company including without limitation financial terms and the Stockholders will treat financial and hold as such all organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Confidential Information, refrain from using Company or any of the Confidential Information except other Person in connection with this Agreementthe purchase or ownership of any Common Stock Equivalent; provided, and deliver promptly to the Buyer or destroyhowever, at the request and option of the Buyer, all tangible embodiments (and all copies) of the Confidential Information which are within the Corporation or the Stockholders’ possession. In the event that the Corporation foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by such Stockholder, information obtained from sources other than the Company or any of the Stockholders, as the case may be, is requested its direct or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demandindirect shareholders, or similar processany of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) to disclose any Confidential Information, the Corporation or any of their respective agents or representatives (including without limitation attorneys, accountants, financial advisors, engineers and insurance brokers) or information that is or becomes in the public domain, nor shall it be construed to prevent such Stockholder shall notify the Buyer promptly from (i) making any disclosure of the request any information (A) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or requirement so that the Buyer may seek an appropriate protective order determination of any court or waive compliance with the provisions of this subsection 20(c). Ifother governmental authority, in the absence of a protective order each case applicable to or the receipt of a waiver hereunder, the Corporation or any binding upon such Stockholder, as (B) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder business or that of the case may becorporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, isor (C) pursuant to subpoena; or (ii) making, on the advice of a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, compelled to disclose any Confidential Information accountants (including outside auditors) or general or managing partner; (iii) making such disclosures as such Stockholder reasonably deem necessary or appropriate to any tribunal Transferee and/or counsel to or else stand liable for contemptother representatives of such bank or financial institution or other entity, the Corporation or any to which such Stockholder may disclose the Confidential Information in good faith desires to the tribunalTransfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Stockholder shall use reasonable best efforts Transferee or counsel to obtainor representative thereof, at agree maintain the request confidentiality of such disclosures on the Buyer at its sole expense, an order terms stated herein; or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Buyer shall designate. “Confidential Information” shall mean confidential information and trade secrets of the Corporation, including without limitation, (i) the identity, lists or descriptions of any customers, referral sources or organizations; (ii) financial statements, cost reports or other financial information; (iii) contracts proposals, or bidding information; (iv) business plansmaking, product roadmaps and training operationson a confidential basis, methods and manuals; (v) personnel records; and (vi) fee structure and management systems, policies or procedures, including related forms and manuals and (vii) any data, software, reports, formulae, drawings, sketches and other disclosures of such information disclosed by the Corporation to any Stockholder and was identified as confidential or proprietary in connection with such disclosurecurrent Stockholders. The Representative shall consult with Buyer and Buyer shall consult with the Representative before issuing any press release or otherwise making any public statements with respect to this Agreement, the transactions contemplated hereby and any negotiations in connection therewith and, except as may be required under applicable law, as provided above, shall not issue any such press release or make any such public statement prior to such consultation.[Signatures on Following Pages] SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
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