Common use of Nonpublic Information Clause in Contracts

Nonpublic Information. (a) In connection with discussions between the Ramius Group and their representatives and Actel and its representatives, or otherwise during the term of this Agreement, the Ramius Group or their representatives have obtained information about Actel or its securities that is confidential. Each member of the Ramius Group agrees, as set forth below, to treat confidentially any such information (whether oral or written, provided that all written information shall have been identified as confidential) furnished to or otherwise obtained by the Ramius Group or their representatives from Actel or on their behalf together with those portions of analyses, summaries, notes or other documents prepared by the Ramius Group or any of their representatives which contain or otherwise reflect such information (herein collectively referred to as the “Confidential Information”). The Ramius Group agrees that, except with Actel’s prior written consent, neither the Ramius Group nor their representatives will disclose any Confidential Information to any other person or use any of the Confidential Information for any purpose other than on Actel’s behalf. For purposes of this Agreement, the phrase “Confidential Information” shall not include information which (i) becomes lawfully available to the public other than as a result of a disclosure by the Ramius Group or their representatives, (ii) was lawfully available to the Ramius Group on a nonconfidential basis prior to its disclosure to the Ramius Group or their representatives by Actel or on its behalf or (iii) lawfully becomes available to the Ramius Group on a nonconfidential basis from a source other than Actel or Actel’s representatives or agents, provided that to the knowledge of the Ramius Group, such source is not bound by a confidentiality agreement with Actel. Actel has no obligation to furnish Confidential Information to the Ramius Group or their representatives by virtue of this Agreement. In the event that any member of the Ramius Group is requested pursuant to, or required by, law, regulation, legal process or regulatory or civil authority to disclose any portion of the Confidential Information, the Ramius Group shall give prompt notice to Actel, to the extent such notice is legally permissible. The Ramius Group shall use all commercially reasonable efforts to limit the scope of such required disclosure, and the Ramius Group shall be permitted to disclose, without any liability to Actel, only that portion of the Confidential Information which the Ramius Group’ counsel advises that the Ramius Group are legally required to disclose. (b) In connection with this Agreement and the ongoing relationship of the Ramius Group (and their affiliates) with Actel, there may be instances in which material nonpublic information concerning Actel will be divulged to them by Actel or its representatives or agents. The Ramius Group expressly acknowledge, on behalf of themselves and their representatives and agents, that federal and state securities laws prohibit any person who misappropriates material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, until such information has become public.

Nonpublic Information. (a) In connection with discussions between the Ramius Group and their representatives and Actel and its representatives, or otherwise during the term of this Agreement, the Ramius Group or their representatives have obtained information about Actel or its securities that is confidential. Each member of the Ramius Group agrees, as set forth below, to treat confidentially any such information (whether oral or written, provided that all written information shall have been identified as confidential) furnished to or otherwise obtained by the Ramius Group or their representatives from Actel or on their behalf together with those portions of analyses, summaries, notes or other documents prepared by the Ramius Group or any of their representatives which contain or otherwise reflect such information (herein collectively referred to as the “Confidential Information”). The Ramius Group agrees that, except with Actel’s prior written consent, neither the Ramius Group nor their representatives will disclose any Confidential Information to any other person or use any of the Confidential Information for any purpose other than on Actel’s behalf. For purposes of this Agreement, the phrase “Confidential Information” shall not include information which (i) becomes lawfully available to the public other than as a result of a disclosure by the Ramius Group or their representatives, (ii) was lawfully available to the Ramius Group on a nonconfidential basis prior to its disclosure to the Ramius Group or their representatives by Actel or on its behalf or (iii) lawfully becomes available to the Ramius Group on a nonconfidential basis from a source other than Actel or Actel’s representatives or agents, provided that to the knowledge of the Ramius Group, such source is not bound by a confidentiality agreement with Actel. Actel has no obligation to furnish Confidential Information to the Ramius Group or their representatives by virtue of this Agreement. In the event that any member of the Ramius Group is requested pursuant to, or required by, law, regulation, legal process or regulatory or civil authority to disclose any portion of the Confidential Information, the Ramius Group shall give prompt notice to Actel, to the extent such notice is legally permissible. The Ramius Group shall use all commercially reasonable efforts to limit the scope of such required disclosure, and the Ramius Group shall be permitted to disclose, without any liability to Actel, only that portion of the Confidential Information which the Ramius Rarnius Group’ counsel advises that the Ramius Group are arc legally required to disclose. (b) In connection with this Agreement and the ongoing relationship of the Ramius Group (and their affiliates) with Actel, there may be instances in which material nonpublic information concerning Actel will be divulged to them by Actel or its representatives or agents. The Ramius Group expressly acknowledge, on behalf of themselves and their representatives and agents, that federal and state securities laws prohibit any person who misappropriates material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, until such information has become public.

Nonpublic Information. (a) In connection with discussions between the Ramius Group Shareholder Parties and their representatives and Actel WEDC and its representatives, or otherwise during the term of this Agreement, the Ramius Group Shareholder Parties or their representatives have obtained information about Actel WEDC or its securities that is confidential. Each member of the Ramius Group Shareholder Parties agrees, as set forth below, to treat confidentially any such information (whether oral or written, provided that all written information shall have been identified as confidential) furnished to or otherwise obtained by the Ramius Group such Shareholder Party or their his or its representatives from Actel WEDC or on their its behalf together with those portions of analyses, summaries, notes or other documents prepared by the Ramius Group a Shareholder Party or any of their representatives which contain or otherwise reflect such information (herein collectively referred to as the “Confidential Information”). The Ramius Group Each Shareholder Party agrees that, except with ActelWEDC’s prior written consent, neither the Ramius Group such party nor their such party’s representatives will disclose any Confidential Information to any other person or use any of the Confidential Information for any purpose other than on ActelWEDC’s behalf. For purposes of this Agreement, the phrase “Confidential Information” shall not include information which (i) becomes lawfully available to the public other than as a result of a disclosure by the Ramius Group a Shareholder Party or their his or its representatives, (ii) was lawfully available to the Ramius Group Shareholder Parties on a nonconfidential basis prior to its disclosure to the Ramius Group Shareholder Parties or their representatives by Actel WEDC or on its behalf or (iii) lawfully becomes available to the Ramius Group Shareholder Parties on a nonconfidential basis from a source other than Actel WEDC or ActelWEDC’s representatives or agents, provided that to the knowledge of the Ramius Group, such source is not bound by a confidentiality agreement with ActelWEDC of which the Shareholder Parties have been made aware. Actel WEDC has no obligation to furnish Confidential Information to the Ramius Group Shareholder Parties or their representatives by virtue of this Agreement. In the event that any member of the Ramius Group Shareholder Parties is requested pursuant to, or required by, law, regulation, legal process or regulatory or civil authority to disclose any portion of the Confidential Information, the Ramius Group Shareholder Parties shall give prompt notice to ActelWEDC, to the extent such notice is legally permissible. The Ramius Group Shareholder Parties shall use all commercially reasonable efforts to limit the scope of such required disclosure, and the Ramius Group Shareholder Parties shall be permitted to disclose, without any liability to ActelWEDC, only that portion of the Confidential Information which the Ramius GroupShareholder Parties’ counsel advises that the Ramius Group Shareholder Parties are legally required to disclose. (b) In WEDC has been advised by the Shareholder Group that, upon execution of the Agreement, and filing an appropriate Schedule 13D/A with the SEC, the Shareholder Parties shall dissolve their group. Accordingly, Wynnefield Partners and its affiliates shall not be entitled to nor do they expect to receive any Confidential Information. However, in connection with this Agreement and the ongoing relationship of the Ramius Group Caiman Partners and Xxxx Capital Management LLC (and their affiliates) with ActelWEDC, there may be instances in which material nonpublic information concerning Actel WEDC will be divulged to them by Actel WEDC or its representatives or agents. The Ramius Group Caiman Partners and Xxxx Capital Management LLC expressly acknowledge, on behalf of themselves and their representatives and agents, that federal and state securities laws prohibit any person who misappropriates material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, until such information has become public.

Nonpublic Information. (a) In connection with discussions between the Ramius Group Lawndale Parties and their representatives and Actel Sparton and its representatives, or otherwise during the term of this Agreement, the Ramius Group Lawndale Parties or their representatives have obtained may obtain information about Actel Sparton or its securities that is confidential. Each member of the Ramius Group Lawndale Parties agrees, as set forth below, to treat confidentially any all such information (whether written or oral and whether or written, provided that all written information shall have been not identified as confidential) furnished to or otherwise obtained by the Ramius Group such Lawndale Party or their his or its representatives from Actel Sparton or on their its behalf together with those portions of analyses, summaries, notes or other documents prepared by the Ramius Group a Lawndale Party or any of their representatives which contain or otherwise reflect such information (herein collectively referred to as the “Confidential Information”). The Ramius Group Each Lawndale Party agrees that, except with ActelSparton’s prior written consent, neither the Ramius Group such party nor their such party’s representatives will disclose any Confidential Information to any other person or use any of the Confidential Information for any purpose other than on ActelSparton’s behalf. For purposes of this Agreement, the phrase “Confidential Information” shall not include information which (i) becomes lawfully available to the public other than as a result of a disclosure by the Ramius Group a Lawndale Party or their his or its representatives, (ii) was lawfully available to the Ramius Group Lawndale Parties on a nonconfidential basis prior to its disclosure to the Ramius Group Lawndale Parties or their representatives by Actel Sparton or on its behalf or (iii) lawfully becomes available to the Ramius Group Lawndale Parties on a nonconfidential basis from a source other than Actel Sparton or ActelSparton’s representatives or agents, provided that to the knowledge of the Ramius Group, such source is not bound by a confidentiality agreement with ActelSparton of which the Lawndale Parties have been made aware. Actel Sparton has no obligation to furnish Confidential Information to the Ramius Group Lawndale Parties or their representatives by virtue of this Agreement. In the event that any member of the Ramius Group is requested pursuant to, or required by, law, regulation, legal process or regulatory or civil authority to disclose any portion of the Confidential Information, the Ramius Group shall give prompt notice to Actel, to the extent such notice is legally permissible. The Ramius Group shall use all commercially reasonable efforts to limit the scope of such required disclosure, and the Ramius Group shall be permitted to disclose, without any liability to Actel, only that portion of the Confidential Information which the Ramius Group’ counsel advises that the Ramius Group are legally required to disclose. (b) In connection with this Agreement and the Lawndale Parties’ ongoing relationship of the Ramius Group (and their affiliates) with ActelSparton, there may be instances in which material nonpublic information concerning Actel Sparton will be divulged to them the Lawndale Parties by Actel Sparton or its representatives or agents. The Ramius Group Each of the Lawndale Parties expressly acknowledgeacknowledges, on behalf of themselves himself or itself and their his or its representatives and agents, that federal Federal and state securities laws prohibit any person who misappropriates material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, until such information has become public.

Nonpublic Information. (a) In connection with discussions between the Ramius Group Shareholder Parties and their representatives and Actel WEDC and its representatives, or otherwise during the term of this Agreement, the Ramius Group Shareholder Parties or their representatives have obtained information about Actel WEDC or its securities that is confidential. Each member of the Ramius Group Shareholder Parties agrees, as set forth below, to treat confidentially any such information (whether oral or written, provided that all written information shall have been identified as confidential) furnished to or otherwise obtained by the Ramius Group such Shareholder Party or their his or its representatives from Actel WEDC or on their its behalf together with those portions of analyses, summaries, notes or other documents prepared by the Ramius Group a Shareholder Party or any of their representatives which contain or otherwise reflect such information (herein collectively referred to as the “Confidential Information”). The Ramius Group Each Shareholder Party agrees that, except with ActelWEDC’s prior written consent, neither the Ramius Group such party nor their such party’s representatives will disclose any Confidential Information to any other person or use any of the Confidential Information for any purpose other than on ActelWEDC’s behalf. For purposes of this Agreement, the phrase “Confidential Information” shall not include information which (i) becomes lawfully available to the public other than as a result of a disclosure by the Ramius Group a Shareholder Party or their his or its representatives, (ii) was lawfully available to the Ramius Group Shareholder Parties on a nonconfidential basis prior to its disclosure to the Ramius Group Shareholder Parties or their representatives by Actel WEDC or on its behalf or (iii) lawfully becomes available to the Ramius Group Shareholder Parties on a nonconfidential basis from a source other than Actel WEDC or ActelWEDC’s representatives or agents, provided that to the knowledge of the Ramius Group, such source is not bound by a confidentiality agreement with ActelWEDC of which the Shareholder Parties have been made aware. Actel WEDC has no obligation to furnish Confidential Information to the Ramius Group Shareholder Parties or their representatives by virtue of this Agreement. In the event that any member of the Ramius Group Shareholder Parties is requested pursuant to, or required by, law, regulation, legal process or regulatory or civil authority to disclose any portion of the Confidential Information, the Ramius Group Shareholder Parties shall give prompt notice to ActelWEDC, to the extent such notice is legally permissible. The Ramius Group Shareholder Parties shall use all commercially reasonable efforts to limit the scope of such required disclosure, and the Ramius Group Shareholder Parties shall be permitted to disclose, without any liability to ActelWEDC, only that portion of the Confidential Information which the Ramius GroupShareholder Parties’ counsel advises that the Ramius Group Shareholder Parties are legally required to disclose. (b) In WEDC has been advised by the Shareholder Group that, upon execution of the Agreement, and filing an appropriate Schedule 13D/A with the SEC, the Shareholder Parties shall dissolve their group. Accordingly, Wynnefield Partners and its affiliates shall not be entitled to nor do they expect to receive any Confidential Information. However, in connection with this Agreement and the ongoing relationship of the Ramius Group Caiman Partners and Kxxx Capital Management LLC (and their affiliates) with ActelWEDC, there may be instances in which material nonpublic information concerning Actel WEDC will be divulged to them by Actel WEDC or its representatives or agents. The Ramius Group Caiman Partners and Kxxx Capital Management LLC expressly acknowledge, on behalf of themselves and their representatives and agents, that federal and state securities laws prohibit any person who misappropriates material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, until such information has become public.