Confidentiality; Public Announcements. No Management Holder or Additional Holder shall disclose or use in any manner whatsoever, in whole or in part, any information concerning the Company or any of its direct or indirect stockholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the 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 financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Company or any other Person in connection with the purchase or ownership of any Common Stock Equivalent; provided, however, that the 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 its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) 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 from (i) making any disclosure of any information (a) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (b) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder's business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or (c) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, accountants (including outside auditors) or general, managing or limited partners; (iii) making such disclosures as such Stockholder reasonably deems necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which such Stockholder in good faith desires to Transfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Transferee or counsel to or representative thereof , agrees to maintain the confidentiality of such disclosures on the terms stated herein; or (iv) making, on a confidential basis, disclosures of such information to current Stockholders; provided, further, that this Section 7.16 shall not supersede any confidentiality provision in any employment agreement or confidentiality agreement to which any Management Holder is a party for so long as such agreement remains in effect. Notwithstanding anything to the contrary, (A) this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to designate directors to the Board of Directors of the Company pursuant to Article V hereof and (B) the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of any transactions entered into among the parties and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall be kept confidential to the extent necessary to comply with federal or state securities laws. [Signatures on Following Pages]
Appears in 1 contract
Samples: Stockholders Agreement (Universal Hospital Services Inc)
Confidentiality; Public Announcements. No Management Holder (a) For a period of three (3) years from the date of the Closing, each of the Securityholders shall, and shall cause each of their respective employees, officers, directors, auditors, attorneys, consultants, advisers and agents to, hold in strict confidence and refrain from using for the direct or Additional Holder shall disclose indirect benefit of themselves or use in any manner whatsoever, in whole or in partothers, any confidential information concerning the Company or its Subsidiaries, including any business records, and any information concerning the existence, terms, conditions and provisions of or the transactions contemplated by this Agreement (the “Confidential Information”); provided, however, that the immediately foregoing restriction shall not restrict (i) disclosure by the Sellers of any Confidential Information if required by Applicable Law or any court of competent jurisdiction, provided that Buyer is given notice and an adequate opportunity to contest such disclosure, (ii) any disclosure of Confidential Information on a confidential basis to any of its direct Securityholders’ respective attorneys and accountants, (iii) any disclosure of Confidential Information which is or indirect stockholders, becomes publicly available other than as a result of disclosure by any of the Securityholders or any of their respective employees, directors officers, directors, auditors, attorneys, consultants, advisers and agents, and (iv) the Securityholders’ use of such Confidential Information to protect or Subsidiaries enforce his, her or Affiliates (includingits rights or perform his, without limitation, the JWC Holders) received on a confidential basis from the Company her or any other Person its obligations under or pursuant to this Agreement or any other agreement with the Company including without limitation financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Company or any other Person in connection with the purchase Tax or ownership of any Common Stock Equivalent; providedother regulatory filings, however, that the foregoing shall not be construed, now litigation 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 financial reporting.
(b) Neither Buyer nor any of its direct the Securityholders shall or indirect shareholders, or shall permit any of their respective employees, officers, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) or any of their respective agents or representatives (including to make any public announcement in respect of this Agreement or the transactions contemplated by this Agreement 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 from (i) making any disclosure prior written consent of any information (a) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (b) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder's business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or other parties hereto (c) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, accountants (including outside auditors) or general, managing or limited partners; (iii) making such disclosures as such Stockholder reasonably deems necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which such Stockholder in good faith desires to Transfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Transferee or counsel to or representative thereof , agrees to maintain the confidentiality of such disclosures on the terms stated herein; or (iv) making, on a confidential basis, disclosures of such information to current Stockholders; provided, further, that this Section 7.16 consent shall not supersede any confidentiality provision in any employment agreement be unreasonably withheld or confidentiality agreement to which any Management Holder is a party for so long delayed), except as such agreement remains in effect. Notwithstanding anything to the contrary, (A) this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to designate directors to the Board of Directors of the Company pursuant to Article V hereof and (B) the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of any transactions entered into among the parties and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall may be kept confidential to the extent necessary to comply with federal or state securities laws. [Signatures on Following Pages]required by Applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement
Confidentiality; Public Announcements. 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 Company or any of its direct or indirect stockholdersshareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the 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 financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Company or any other Person in connection with the purchase or ownership of any Common Stock Equivalent; provided, however, that the 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 its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) 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 from (i) making any disclosure of any information (aA) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (bB) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder's Stockholder business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or (cC) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, accountants (including outside auditors) or general, general or managing or limited partnerspartner; (iii) making such disclosures as such Stockholder reasonably deems deem necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which such Stockholder in good faith desires to Transfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Transferee or counsel to or representative thereof thereof, agrees to agree maintain the confidentiality of such disclosures on the terms stated herein; or (iv) making, on a confidential basis, disclosures of such information to current Stockholders; provided, further, that this Section 7.16 shall not supersede any confidentiality provision in any employment agreement or confidentiality agreement to which any Management Holder is a party for so long as such agreement remains in effect. Notwithstanding anything to the contrary, (A) this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to designate directors to the Board of Directors of the Company pursuant to Article V hereof and (B) the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of any transactions entered into among the parties and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall be kept confidential to the extent necessary to comply with federal or state securities laws. [Signatures on Following Pages]] AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Appears in 1 contract
Confidentiality; Public Announcements. 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 Company or any of its direct or indirect stockholdersshareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the 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 financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Company or any other Person in connection with the purchase or ownership of any Common Stock Equivalent; provided, however, that the 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 its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) 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 from (i) making any disclosure of any information (aA) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (bB) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder's Stockholder business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or (cC) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, accountants (including outside auditors) ), investors or general, general or managing or limited partnerspartner; (iii) making such disclosures as such Stockholder reasonably deems deem necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which such Stockholder in good faith desires to Transfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Transferee or counsel to or representative thereof thereof, agrees agree to maintain the confidentiality of such disclosures on pursuant to a confidentiality agreement approved by the terms stated hereinBoard of Directors; or (iv) making, on a confidential basis, disclosures of such information to current Stockholders; provided, further, that this Section 7.16 shall not supersede any confidentiality provision in any employment agreement or confidentiality agreement to which any Management Holder is a party for so long as such agreement remains in effect. Notwithstanding anything to the contrary, (A) this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to designate directors to the Board of Directors of the Company pursuant to Article V hereof and (B) the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of any transactions entered into among the parties and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall be kept confidential to the extent necessary to comply with federal or state securities laws. [Signatures on Following Pages]] AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Appears in 1 contract
Confidentiality; Public Announcements. 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 Company or any of its direct or indirect stockholdersshareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the 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 financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Company or any other Person in connection with the purchase or ownership of any Common Stock Equivalent; provided, however, that the 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 its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) 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 from (i) making any disclosure of any information (aA) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (bB) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder's Stockholder business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or (cC) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's ’s legal counsel, accountants (including outside auditors) or general, general or managing or limited partnerspartner; (iii) making such disclosures as such Stockholder reasonably deems deem necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which such Stockholder in good faith desires to Transfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Transferee or counsel to or representative thereof , agrees to agree maintain the confidentiality of such disclosures on the terms stated herein; or (iv) making, on a confidential basis, disclosures of such information to current Stockholders; provided, further, that this Section 7.16 shall not supersede any confidentiality provision in any employment agreement or confidentiality agreement to which any Management Holder is a party for so long as such agreement remains in effect. Notwithstanding anything to the contrary, (A) this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to designate directors to the Board of Directors of the Company pursuant to Article V hereof and (B) the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of any transactions entered into among the parties and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall be kept confidential to the extent necessary to comply with federal or state securities laws. [Signatures on Following Pages].
Appears in 1 contract
Samples: Stockholders Agreement (Insight Health Services Holdings Corp)
Confidentiality; Public Announcements. 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 Company or any of its direct or indirect stockholdersshareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the 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 financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Company or any other Person in connection with the purchase or ownership of any Common Stock Equivalent; provided, however, that the 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 its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) 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 from (i) making any disclosure of any information (aA) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (bB) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder's Stockholder business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or (cC) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, accountants (including outside auditors) or general, general or managing or limited partnerspartner; (iii) making such disclosures as such Stockholder reasonably deems deem necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which such Stockholder in good faith desires to Transfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Transferee or counsel to or representative thereof thereof, agrees to agree maintain the confidentiality of such disclosures on the terms stated herein; or (iv) making, on a confidential basis, disclosures of such information to current Stockholders; provided, further, that this Section 7.16 shall not supersede any confidentiality provision in any employment agreement or confidentiality agreement to which any Management Holder is a party for so long as such agreement remains in effect. Notwithstanding anything to the contrary, (A) this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to designate directors to the Board of Directors of the Company pursuant to Article V hereof and (B) the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of any transactions entered into among the parties and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall be kept confidential to the extent necessary to comply with federal or state securities laws. [Signatures on Following Pages].
Appears in 1 contract
Samples: Stockholders Agreement (Insight Health Services Holdings Corp)
Confidentiality; Public Announcements. No Management Holder or Additional Holder shall disclose or use in any manner whatsoever, in whole or in part, any information concerning (a) The parties acknowledge that Purchaser and the Company executed a non-disclosure agreement dated May 2, 2013 (the “Confidentiality Agreement”), which will continue in full force and effect in accordance with its terms.
(b) The Company will not, and each Shareholder will not and will cause the Company, its directors, officers, legal counsel, advisors, employees and any other representatives and his, her or its Shareholder Affiliates not to, issue or cause the publication of any press release or other public announcement or make any disclosure to any Person regarding: (1) this Agreement, the Company Disclosure Letter, or the Transactions, or any discussions, memoranda, letters or agreements related hereto or thereto, including any announcement to employees, customers, suppliers or others having dealings with the Company, without prior approval of its direct Purchaser, (2) the existence or indirect stockholdersterms of this Agreement; (3) the existence of discussions and negotiations between or among Purchaser, the Company, and the holders of any Shares, Options, or Warrants, or any of their respective directors, controlling Persons, officers, employees, directors agents, partners and advisors (including attorneys, accountants, consultants, bankers or Subsidiaries financial advisors); (4) the consummation of the Transactions; or Affiliates (including5) information about the business, properties, financial condition or operations of the Company, in each case without limitationprior approval of Purchaser, except, in the JWC Holderscase of the Shareholders, as and to the extent (v) received on disclosure is required by such Shareholder to his, her or its Tax, financial, legal or other professional advisors or, if applicable, spouse, subject to a confidential basis from duty of confidentiality, for purposes of complying with such Shareholder’s Tax obligations or other reporting obligations under Law arising out of the Transactions, (x) the information disclosed is information which Purchaser previously disclosed or confirmed to the public, (y) disclosure is made by such Shareholder to his, her or its legal counsel, subject to a duty of confidentiality (z) disclosure is required to other Shareholders or holders of Options or Warrants and their respective Tax, financial, legal or other professional advisors, subject to a duty of confidentiality, for the purposes of implementing arrangements expressly contemplated hereby.
(c) For purposes hereof, “Proprietary Information” shall mean any information related to the Company or its Subsidiaries or Purchaser, including any other Person under or pursuant information related to this Agreement or any other agreement with the Company including without limitation their respective business, organization, financial terms situation, operations, purchasing and financial and organizational sales activities, intellectual property, source codes, information contained in any documentsrelating to services, statementsoperating processes, certificatesprocedures, materials or information furnishedprice lists, customer lists, technology, designs, specifications, or to be furnished, by or on behalf other proprietary information of the business of the Company or its Subsidiaries or Purchaser or this Agreement.
(d) After the Closing Date, the Shareholders and Representative shall treat any other Person in connection with the purchase and all Proprietary Information as confidential and not disclose or ownership of any Common Stock Equivalent; provided, however, that the foregoing shall not be construed, now or in the future, to apply make it available to any information reflected in any recorded document, information which Person unless the disclosing party can demonstrate that it is or has been:
(1) obtained legally and freely from a third party without restriction as to the disclosure of such information;
(2) independently developed by such Stockholderthe respective Shareholders or Representative at a prior time when the applicable respective Shareholders or Representative was not an employee, information obtained from sources other than independent contractor, board member or shareholder of any of the Company or its Subsidiaries and without the benefit of any of its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) 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 from (i) making any disclosure Proprietary Information of any information (a) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (b) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder's business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or (c) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, accountants (including outside auditors) or general, managing or limited partners; (iii) making such disclosures as such Stockholder reasonably deems necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which such Stockholder in good faith desires to Transfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Transferee or counsel to or representative thereof , agrees to maintain the confidentiality of such disclosures on the terms stated herein; or (iv) making, on a confidential basis, disclosures of such information to current Stockholders; provided, further, that this Section 7.16 shall not supersede any confidentiality provision in any employment agreement or confidentiality agreement to which any Management Holder is a party for so long as such agreement remains in effect. Notwithstanding anything to the contrary, (A) this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to designate directors to the Board of Directors of the Company pursuant to Article V hereof and or its Subsidiaries;
(B3) made public as required by applicable mandatory Laws, final, non-appealable court decisions, or stock exchange regulations; or
(4) within the parties hereto and each public domain or later becomes part of their respective employees, representatives the public domain as a result of acts by someone other than any Shareholders or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of any transactions entered into among the parties and all materials of any kind Representative.
(including opinions or other tax analysese) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall be kept confidential to To the extent necessary obliged to comply treat Proprietary Information as confidential, each Shareholder and Representative shall use the same degree of care as it uses with federal regard to its own proprietary information to prevent disclosure, use, or state securities laws. [Signatures on Following Pages]publication of the Proprietary Information.
Appears in 1 contract
Confidentiality; Public Announcements. 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 Company or any of its direct or indirect stockholdersshareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the 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 financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Company or any other Person in connection with the purchase or ownership of any Common Stock Equivalent; provided, however, that the 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 its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) 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 from (i) making any disclosure of any information (aA) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (bB) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder's Stockholder business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or (cC) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, accountants (including outside auditors) or general, general or managing or limited partnerspartner; (iii) making such disclosures as such Stockholder reasonably deems deem necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which such Stockholder in good faith desires to Transfer all or a portion of its interest in any Common Stock Equivalents; provided, however, that such Transferee or counsel to or representative thereof thereof, agrees to agree maintain the confidentiality of such disclosures on the terms stated herein; or (iv) making, on a confidential basis, disclosures of such information to current Stockholders; provided, further, that this Section 7.16 shall not supersede any confidentiality provision in any employment agreement or confidentiality agreement to which any Management Holder is a party for so long as such agreement remains in effect. Notwithstanding anything to the contrary, (A) this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to designate directors to the Board of Directors of the Company pursuant to Article V hereof and (B) the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of any transactions entered into among the parties and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such parties related to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall be kept confidential to the extent necessary to comply with federal or state securities laws. [Signatures on Following Pages]] SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Appears in 1 contract
