Common use of Disclosure of Non-Public Information Clause in Contracts

Disclosure of Non-Public Information. (i) The Company shall not disclose non-public information to the Buyer(s), its advisors, or its representatives, unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s), such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s). (ii) Nothing herein shall require the Company to disclose non-public information to the Buyer(s) or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) shall be construed to mean that such persons or entities other than the Buyer(s) (without the written consent of the Buyer(s) prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (i) The From and after the filing of the Registration Statement, the Company shall not disclose material non-public information to the Buyer(s)Investors, its advisors, advisors to or its representatives, representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s)Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' Investors’ advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the Buyer(s). (ii) Nothing herein shall require the Investors. The Company to disclose non-public information to the Buyer(s) or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately will promptly notify the advisors and representatives of the Investor Investors and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting material non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement Statement, would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, therein in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) 7.2 shall be construed to mean that such persons or entities other than the Buyer(s) Investors (without the written consent of the Buyer(s) Investors prior to disclosure of such informationinformation as set forth in Section 7.2(a)) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (i) The Company shall not disclose non-public information to the Buyer(s), its advisors, or its representatives, unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s), such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s). (ii) Nothing herein shall require the Company to disclose non-public information to the Buyer(s) Investor or its advisors or representatives, and the Company represents that it does not disseminate material non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting material non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) 13 shall be construed to mean that such persons or entities other than the Buyer(s) Investor (without the written consent of the Buyer(s) Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (i) 111 The Company shall not disclose non-public information to the Buyer(s)Investor, its advisors, or its representatives, unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s)Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' Investor's advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s). (ii) Investor. 112 Nothing herein shall require the Company to disclose non-public information to the Buyer(s) Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) 8.2 shall be construed to mean that such persons or entities other than the Buyer(s) Investor (without the written consent of the Buyer(s) Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.. ARTICLE 113 Choice of Law/Jurisdiction

Disclosure of Non-Public Information. (i) The Company shall not disclose non-public information to the Buyer(s)Investor, its advisors, or its representatives, unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s)Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' Investor's advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s). (ii) Investor. Nothing herein shall require the Company to disclose non-public information to the Buyer(s) Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) 8.2 shall be construed to mean that such persons or entities other than the Buyer(s) Investor (without the written consent of the Buyer(s) Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (i) The Company shall not disclose non-public information to the Buyer(s)Investor, its advisors, or its representatives, unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s), such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s). (ii) Nothing herein shall require the Company to disclose non-public information to the Buyer(s) Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwritersunde rwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-non public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) 12 shall be construed to mean that such persons or entities other than the Buyer(s) Investor (without the written consent of the Buyer(s) Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms tenns of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (i) The Company shall not disclose non-public information to the Buyer(s)Investor, its advisors, or its representatives, unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s), such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s). (ii) Nothing herein shall require the Company to disclose non-public information to the Buyer(s) Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-non- public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) 12 shall be construed to mean that such persons or entities other than the Buyer(s) Investor (without the written consent of the Buyer(s) Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (i) i. The Company shall not disclose non-public information to the Buyer(s), its advisors, or its representatives, unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s), such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s). (ii) . Nothing herein shall require the Company to disclose non-public information to the Buyer(s) or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) shall be construed to mean that such persons or entities other than the Buyer(s) (without the written consent of the Buyer(s) prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (i) The Company shall not disclose material non-public information to the Buyer(s)Investors, its advisors, advisors to or its representatives, representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s)Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)Investors' advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the Buyer(s). (ii) Investors. Nothing herein shall require the Company to disclose material non-public information to the Buyer(s) Investors or its their advisors or representatives, and the Company represents that it does not disseminate material non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately promptly notify the advisors and representatives of the Investor Investors and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting material non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, therein in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) 8.2 shall be construed to mean that such persons or entities other than the Buyer(s) Investors (without the written consent of the Buyer(s) Investors prior to disclosure of such informationinformation as set forth in Section 8.2(a)) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (i) The Company shall not disclose non-public information to the Buyer(s)Investor, its advisors, or its representatives, unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Buyer(s)Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' Investor’s advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s). (ii) Investor. Nothing herein shall require the Company to disclose non-public information to the Buyer(s) Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) 8.2 shall be construed to mean that such persons or entities other than the Buyer(s) Investor (without the written consent of the Buyer(s) Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

Disclosure of Non-Public Information. (ia) The Company shall not in no event disclose non-public information to the Buyer(s)Buyer, its advisors, advisors to or its representatives, representatives of the Buyer unless prior to such disclosure of such information the Company identifies marks such information as being "non-public information confidential" and provides the Buyer(s)Buyer, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Buyer(s)' Buyer, its advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Buyer(s)Buyer. (iib) Nothing herein shall require the Company to disclose non-public information to the Buyer(s) or Buyer, its advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, ; provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor Buyer and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the registration statement to be filed pursuant to the Registration Statement Rights Agreement, would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4(m) herein shall be construed to mean that such persons or entities other than the Buyer(s) Buyer (without the written consent of the Buyer(s) Buyer prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that that, based on upon such due diligence by such persons or entities, that the Registration Statement registration statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement such registration statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.