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Common use of No Public Disclosure Clause in Contracts

No Public Disclosure. (a) Far Beyond and the FB Shareholders hereby acknowledge that they are aware (and that the Far Beyond Representatives who have been apprised of this Agreement and the FB Shareholders' consideration of the Exchange have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder agrees that while it is in possession of material non-public information with respect to the Company and its subsidiaries, such FB Shareholder will not purchase or sell any securities of the Company, or communicate such information to any third party, in violation of any such laws. (b) Without the prior written consent of the other, neither the FB Shareholder or Far Beyond, on the one hand, nor the Company or Horler, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken place concerning the Exchange, the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 2 contracts

Samples: Acquisition Agreement (Asia Resources Holdings LTD), Acquisition Agreement (Hearty Holdings LTD)

No Public Disclosure. (a) Far Beyond The Company and the FB Shareholders Purchaser hereby acknowledge that t at they are aware (and that the Far Beyond Company Representatives who have been apprised applied of this Agreement and the FB Shareholders' Company's consideration of the Exchange transactions contemplated herein have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities s laws on a person possessing material "non-public" information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder the Purchaser agrees that while it is in possession of material non-public information with respect to the Company Purchaser and its subsidiaries, such FB Shareholder if any, the Purchaser will not purchase or sell any securities of the CompanyPurchaser, or communicate such information to any third party, in violation of any such laws. (b) Without the prior written consent of the other, neither the FB Shareholder Purchaser or Far Beyondthe Company, on the one hand, nor the Company or HorlerPurchaser, on the other, will, and will each cause their respective representatives not to, make any y release to the press or other public disclosure with respect to either the e fact that discussions or negotiations have taken are taking place concerning the Exchangetransactions contemplated herein, the existence or contents of this Agreement or any prior correspondence relating to this transaction, . except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any any, disclosure based upon such an opinion, . that party will deliver deliver: a copy of of' such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, practicable and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 1 contract

Samples: Share Acquisition Agreement (Homeland Integrated Security Systems, Inc.)

No Public Disclosure. (a) Far Beyond Feishang and the FB Shareholders Feishang Shareholder hereby acknowledge that they are aware (and that the Far Beyond Feishang Representatives who have been apprised of this Agreement and the FB Shareholders' Feishang Shareholder's consideration of the Exchange have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" public information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Feishang Shareholder agrees that while it is in possession of material non-public information with respect to the Company and its subsidiaries, such FB Feishang Shareholder will not purchase or sell any securities of the Company, or communicate such information to any third party, in violation of any such laws. (b) Without the prior written consent of the other, neither the FB Feishang Shareholder or Far BeyondFeishang, on the one hand, nor the Company or HorlerCompany, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken place concerning the Exchange, the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any my applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 1 contract

Samples: Acquisition Agreement (China Natural Resources Inc)

No Public Disclosure. (a) Far Beyond a. TGC and the FB Shareholders hereby acknowledge that they are aware (and that the Far Beyond TGC Representatives who have been apprised of this Agreement and the FB Shareholders' ’ consideration of the Exchange have been, or upon becoming so apprised will be be, advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" nonpublic information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder agrees that while it is in possession of material non-public nonpublic information with respect to the Company and its subsidiaries, such FB the Shareholder will not purchase or sell any securities of the Company, or communicate such information to any third party, in violation of any such laws. (b) b. Without the prior written consent of the other, neither the FB Shareholder Shareholders or Far BeyondTGC, on the one hand, nor the Company or Horler, Xxxxx on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken are taking place concerning the Exchange, the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 1 contract

Samples: Acquisition Agreement (Tekoil & Gas Corp)

No Public Disclosure. (a) Far Beyond a. The Company and the FB Shareholders Sellers hereby acknowledge that they are aware (and that the Far Beyond Company Representatives who have been apprised of this Agreement and the FB ShareholdersSellers' consideration of the Exchange transactions contemplated herein have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder agrees the Sellers agree that while it is in possession of material non-public information with respect to the Company Purchaser and its subsidiaries, such FB Shareholder the Sellers will not purchase or sell any securities of the CompanyPurchaser, or communicate such information to any third party, in violation of any such laws. (b) b. Without the prior written consent of the other, neither the FB Shareholder Sellers or Far Beyondthe Company, on the one hand, nor the Company or HorlerPurchaser, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken are taking place concerning the Exchangetransactions contemplated herein , the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 1 contract

Samples: Acquisition Agreement (China Resources Development Inc)

No Public Disclosure. (a) Far Beyond a. The Company and the FB Shareholders Seller hereby acknowledge that they are aware (and that the Far Beyond Company Representatives who have been apprised of this Agreement and the FB Shareholders' Seller's consideration of the Exchange transactions contemplated herein have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder the Seller agrees that while it is in possession of material non-public information with respect to the Company Purchaser and its subsidiaries, such FB Shareholder the Seller will not purchase or sell any securities of the CompanyPurchaser, or communicate such information to any third party, in violation of any such laws. (b) b. Without the prior written consent of the other, neither the FB Shareholder Seller or Far Beyondthe Company, on the one hand, nor the Company or HorlerPurchaser, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken are taking place concerning the Exchangetransactions contemplated herein , the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 1 contract

Samples: Acquisition Agreement (China Resources Development Inc)

No Public Disclosure. (a) Far Beyond a. Kolcari and the FB Shareholders hereby acknowledge that they are aware (and that the Far Beyond Kolcari Representatives who have been apprised of this Agreement and the FB Shareholders' consideration of the Exchange have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder agrees that while it is in possession of material non-public information with respect to the Company and its subsidiaries, such FB the Shareholder will not purchase or sell any securities of the Company, or communicate such information to any third party, in violation of any such laws. (b) b. Without the prior written consent of the other, neither the FB Shareholder Shareholders or Far BeyondKolcari, on the one hand, nor the Company or HorlerCompany, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken are taking place concerning the Exchange, the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 1 contract

Samples: Acquisition Agreement (Ovm International Holding Corp)

No Public Disclosure. (a) Far Beyond a. NOSP and the FB Shareholders hereby acknowledge that they are aware (and that the Far Beyond NOSP Representatives who have been apprised of this Agreement and the FB Shareholders' consideration of the Exchange have been, or upon becoming so apprised will be be, advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" nonpublic information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder agrees that while it is in possession of material non-public nonpublic information with respect to the Company and its subsidiaries, such FB the Shareholder will not purchase or sell any securities of the Company, or communicate such information to any third party, in violation of any such laws. (b) b. Without the prior written consent of the other, neither the FB Shareholder Shareholders or Far BeyondNOSP, on the one hand, nor the Company or HorlerCompany, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken are taking place concerning the Exchange, the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 1 contract

Samples: Acquisition Agreement (Auction Anything Com Inc)

No Public Disclosure. (a) Far Beyond Gamma and the FB Shareholders hereby acknowledge that they are aware (and that the Far Beyond Gamma Representatives who have been apprised of this Agreement and the FB Shareholders' consideration of the Exchange have been, or upon becoming so apprised will be advised) of the restrictions imposed by federal and state securities laws on a person possessing material "non-public" information about a company with a class of securities registered under the Exchange Act. In this regard, each such FB Shareholder agrees that while it is in possession of material non-public information with respect to the Company and its subsidiaries, such FB Shareholder will not purchase or sell any securities of the Company, or communicate such information to any third party, in violation of any such laws. (b) Without the prior written consent of the other, neither the FB Shareholder Shareholders or Far BeyondGamma, on the one hand, nor the Company or HorlerCompany, on the other, will, and will each cause their respective representatives not to, make any release to the press or other public disclosure with respect to either the fact that discussions or negotiations have taken place concerning the Exchange, the existence or contents of this Agreement or any prior correspondence relating to this transaction, except for such public disclosure as may be necessary, in the written opinion of outside counsel (reasonably satisfactory to the other party) for the party proposing to make the disclosure not to be in violation of or default under any applicable law, regulation or governmental order. If either party proposes to make any disclosure based upon such an opinion, that party will deliver a copy of such opinion to the other party, together with the text of the proposed disclosure, as far in advance of its disclosure as is practicable, and will in good faith consult with and consider the suggestions of the other party concerning the nature and scope of the information it proposes to disclose.

Appears in 1 contract

Samples: Acquisition Agreement (China Gateway Holdings LTD)