Confidentiality; Public Disclosure (a) Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (i) to any Agent, any other Lender or any affiliate of any thereof, (ii) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (iii) any of its employees, directors, agents, attorneys, accountants and other professional advisors, (iv) any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (v) upon the request or demand of any Governmental Authority having jurisdiction over it, (vi) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vii) in connection with any litigation or similar proceeding, (viii) that has been publicly disclosed other than in breach of this Section, (ix) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (x) in connection with the exercise of any remedy hereunder or under any other Loan Document.
(b) None of the Loan Parties shall issue any press release or other public disclosure (other than any filing required to be made with the SEC) using the name of any of the Lenders or any affiliate of a Lender in connection with this transaction without both (i) providing any such Lender with at least two (2) Business Days’ prior notice and (ii) obtaining the Lender’s or such Lender’s affiliate’s prior written consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of any Lender or of any affiliate of such Lender to the extent (and only to the extent) required by any Requirement of Law, provided that, the person or entity making such disclosure shall nonetheless consult with the affected Lender or the relevant affiliate of such Lender prior to issuing such press release or other public disclosure.
(c) Notwithstanding the foregoing, the Lenders and their Affiliates shall have the right to (i) list and exhibit the Borrower’s name and logo, as provided by the Borrower from time to time, and describe the transaction that is the subject of this Agreement in their marketing materials and (ii) post such information, including, without limitation, a customary “tombstone,” on their web site.
Press Releases and Public Announcements No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure).
Confidentiality Publication (a) Background Intellectual Property and Project Intellectual Property of a party, as well as other proprietary or confidential information of a party, disclosed by that party to the other in connection with this STTR project shall be received and held in confidence by the receiving party and, except with the consent of the disclosing party or as permitted under this Agreement, neither used by the receiving party nor disclosed by the receiving party to others, provided that the receiving party has notice that such information is regarded by the disclosing party as proprietary or confidential. However, these confidentiality obligations shall not apply to use or disclosure by the receiving party after such information is or becomes known to the public without breach of this provision or is or becomes known to the receiving party from a source reasonably believed to be independent of the disclosing party or is developed by or for the receiving party independently of its disclosure by the disclosing party.
(b) Subject to the terms of paragraph (a) above, either party may publish its results from this STTR project. However, the publishing party shall provide the other party a thirty-day period in which to review proposed publications, identify proprietary or confidential information, and submit comments. The publishing party shall not publish or otherwise disclose proprietary or confidential information identified by the other party and the publishing party will give full consideration to all comments before publication. Furthermore, upon request of the reviewing party, publication will be deferred for up to _____ additional days for preparation and filing of a patent application which the reviewing party has the right to file or to have filed at its request by the publishing party.
Prohibition on Press Releases and Public Announcements The Company shall not issue press releases or engage in any other publicity, without the Representative’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1st) Business Day following the forty-fifth (45th) day after the Closing Date, other than normal and customary releases issued in the ordinary course of the Company’s business.
No Public Disclosure The Company shall not disclose any holder of Investor Units’ name or identity as an investor in the Company in any press release or other public announcement or in any document or material filed with any governmental entity, without the prior written consent of such Person, unless such disclosure is required by applicable law or governmental regulations or by order of a court of competent jurisdiction, in which case prior to making such disclosure the Company shall give written notice to such Person describing in reasonable detail the proposed content of such disclosure and shall permit such Person to review and comment upon the form and substance of such disclosure.
Confidentiality; Public Announcements (i). The Parties undertake with each other that they shall treat as strictly confidential all information received or obtained by them or their employees, agents or advisers in connection with the entry into or the performance of this Agreement including information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the subject matter of this Agreement, and the business or affairs of any other Party and subject to the provisions of this section that they will not at any time hereafter make use of or disclose or divulge to any Person any such information and shall use all reasonable efforts to prevent the publication or disclosure of any such information.
(ii). The restrictions contained in this section shall not: (A) apply to any disclosure which, pursuant to relevant Laws and rules, any Governmental Authority requires any Party to make (including the disclosure required to be made to any Governmental Authority in any Party’s application for consent or approval for transactions contemplated hereunder), provided that written consent as to the form and content (which consent shall not be unreasonably withheld) of the other Party has been obtained prior to any disclosure of information in public announcement involving such other Party; (B) restrict or prohibit any Party in or from making any disclosure to any professional adviser for the purposes of obtaining necessary professional advice; provided such Party shall procure that such professional adviser observes the confidentiality obligation set forth in this section; (C) apply to any disclosure from the Purchaser to its parent and any of its Affiliates and their respective directors, officers and employees; and (D) apply to information which was in the public domain or otherwise known to the relevant Party before it was furnished to it by another Party hereto or, after it was furnished to that Party, entered the public domain otherwise than as a result of a breach by that Party of this this section or a breach of a confidentiality obligation by the disclosing Party, where the breach was known to that Party.
(iii). No Party shall make, nor shall cause to be made, any press release or public announcement in respect of this Agreement, the identity of the parties to this Agreement or the transactions contemplated thereby or otherwise communicate with any news media without the prior written consent of the other Party, unless otherwise required by Law or applicable stock exchange regulation (and then only after consultation with the other Party), and the Parties shall cooperate as to the timing and contents of any such press release, public announcement or communication. In the event that any Party or any of its agents, representatives, Affiliates, employees, officers or directors becomes legally compelled to disclose any such confidential information, such Party shall provide the other Party with prompt written notice of such requirement so that such other Party may seek a protective order or other remedy, or provide a written consent as to the form and content of the disclosure (which consent shall not be unreasonably withheld) of the other Party prior to any such disclosure of confidential information. In the event that such protective order or other remedy is not obtained, or such other Party waive compliance with this this section, the Party legally compelled to disclose such confidential information shall furnish only that portion of such confidential information which is legally required to be provided and exercise all reasonable efforts to obtain assurances that confidential treatment will be accorded such information.
Confidentiality; Publicity (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Company Confidentiality Agreement, the terms of which are incorporated herein by reference. The Company Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby. The Company acknowledges that, in connection with the PIPE Investment, Acquiror shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, which information may include Information (as defined in the Company Confidentiality Agreement).
(b) Subject to Section 8.05(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements (including communications disseminated via social media, news feeds, chat rooms or other similar electronic platforms for communicating to persons who are not otherwise obligated to maintain the confidentiality of such communications) with respect to this Agreement or the Transactions or any subject matter disclosed or required to be disclosed in the Proxy Statement without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) the Company, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is the Company (prior to the Closing), to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this Section 8.05 or otherwise in this Agreement, the Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the PIPE Investment) or in connection with normal fund raising or related marketing or informational or reporting activities, in each case, so long as such recipients are obligated to keep such information confidential.
(c) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.
Confidentiality/Public Announcement From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.
Confidentiality and Public Announcements (a) Neither Party may disclose the contents of this Agreement or any information concerning negotiations leading to this Agreement and the Transaction, without the prior written consent of the other Party. Nothing contained in this Agreement shall prevent a Party from disclosing such information: (i) to any Governmental Authority or to the public, but in either case, only if and to the extent that such disclosure is required under any Applicable Law or any stock exchange rule or policy to which such Party or its Affiliate is subject; (ii) to obtain consents required under, or to comply with any ROFRs or other preferential, pre- emptive or first purchase rights contained in, the Title and Operating Documents and any other agreements and documents to which the Assets are subject; or (iii) if required to obtain the consent to the Transaction by Vendor’s lenders or other security holders and, if applicable, to obtain their release of Security Interests in, or their acknowledgement of “no interest” in, the Assets; provided that, in each such instance, the Party that proposes to make such a disclosure shall advise the other Party of such proposed disclosure and shall use its reasonable efforts to prevent the disclosure of any such information that is not required to be disclosed for the listed purposes. This Section 9.12(a) shall survive any termination of this Agreement prior to Closing for a period of one (1) year following such termination.
(b) The Parties acknowledge that either or both of them may make press releases concerning the Parties’ entry into this Agreement promptly after the execution hereof and further press releases promptly after Closing, provided that in no circumstances shall either Party disclose the name of the other Party in any such press release or otherwise. Each Party consents to the inclusion of a generic description of its businesses by the other Party in such other Party’s press release(s) in this regard. The Parties agree that a press release issued by either Party may contain some or all of the financial terms of the Transaction. Without derogating from the Parties’ rights to make public disclosures under Section 9.12(a), each of Vendor and Purchaser shall use its reasonable efforts to furnish to the other Party with the proposed content of all press releases concerning this Agreement and the Transaction at least twenty-four (24) hours prior to the release or publication thereof, but in any event prior to the release or publication with reasonably sufficient time for the other Party to review and comment.
Confidentiality and Publication 7.1 Except as provided herein, each party shall maintain in confidence during the term of this Agreement and for seven (7) years thereafter, and shall not use for any [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. purpose or disclose to any third party, any Technology or other information disclosed by the other party in writing and marked "Confidential" or that is disclosed orally and confirmed in writing as confidential within forty-five (45) days following such disclosure (collectively, 'CONFIDENTIAL INFORMATION'), except to the extent that any such Confidential Information -
(a) is at the time of being so provided or after that time through no fault of the party to whom it was so provided becomes public knowledge; or
(b) was lawfully available on a non-confidential basis to the party to whom it was so provided before that time; or
(c) can be shown by the party to whom it was so provided to have been independently produced by that party without any use of such confidential information provided to it by the other party; or
(d) is made available to the party to whom it was so provided otherwise than in breach of an obligation of confidentiality owed to the other party.
7.2 The results of the Project may be made public by either party (or, in the case of ICRT, by ICRF) except to the extent that -
(a) publication would include any Confidential Information of the other party; or
(b) publication would prejudice the obtaining of patent protection for an invention constituting Project Technology, or the commercial exploitation of any unpatented or unpatentable Project Technology which remains unpublished.
7.3 To allow time for review of any proposed disclosure of any subject matter which may be precluded from being made public under clause 7.2, each of ICRT and Introgen shall provide to the other -
(a) a copy of any manuscript disclosing any results of the Project not less than 45 days notice before submitting the manuscript for publication; and
(b) a copy of any slides to be used in an oral presentation disclosing any results of the Project together with an outline of the presentation not less than 20 working days before making any such oral presentation.
7.4 The party receiving any such material pursuant to clause 7.3 shall promptly and in any event prior to the proposed date of submission for publication review the proposed disclosure and notify the other party in writing of its conclusions, failing which the other party shall be free to make the proposed disclosure.
7.5 If in the reasonable opinion of the party receiving the material the proposed disclosure does not include subject matter which is precluded from being made public under clause 7.2, it shall promptly notify the other party which shall thereupon be free to make the proposed disclosure.
7.6 If in the reasonable opinion of either party -
(a) the proposed disclosure includes subject matter which is precluded from being made public under clause 7.2 and which is patentable, neither party shall publish or otherwise disclose the material in question for a period of three months from the date on which the relevant material was received by the party in question and, if a patent application is made within that period of three months, for a further period as agreed but in any event not exceeding a total of 18 months from that date (including such period of three months), following which the other party shall be free to make the proposed disclosure; or
(b) the proposed disclosure includes unpatented (or unpatentable) Project Technology which that party wishes to maintain as unpublished and which
(c) the proposed disclosure includes Confidential Information of the reviewing party, the disclosing party shall remove such Confidential Information prior to such disclosure.
7.7 Notwithstanding the foregoing provisions of this clause 7 above, the receiving party may use or disclose Confidential Information of the disclosing party
(a) to the extent necessary to exercise its rights hereunder (including providing such information to bona fide licensees or prospective licensees as contemplated by this Agreement or otherwise and to potential investors or partners on reasonable terms of confidentiality) or to fulfil its obligations and/or duties hereunder;
(b) in filing for, prosecuting or maintaining any proprietary rights, prosecuting or defending litigation; and
(c) in complying with applicable governmental regulations and/or submitting information to tax or other governmental authorities; or as otherwise required by law; provided that if the receiving party is required by law to make any public disclosures of Confidential Information of the disclosing party then, to the extent it may legally do so, it shall give reasonable advance notice to the disclosing party of such disclosure and shall use its reasonable efforts to secure confidential treatment of
