Nothing in Section 6. 2(a) requires the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (i) violate any of its or its Affiliates’ respective obligations with respect to confidentiality, (ii) result in a violation of applicable Law or (iii) result in loss of legal protection, including the attorney-client privilege and work product doctrine; provided that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without (x) jeopardizing such attorney-client privilege or work product doctrine or (y) violating applicable Law or any of the Company’s or its Affiliates’ respective obligations with respect to confidentiality, as applicable.
Nothing in Section 6. 2(a) shall: (i) prevent the Parties from providing any of their Affiliates or their shareholders, attorneys, accountants or advisors any details or information regarding this Agreement, the transaction contemplated hereby, the identity of the other Party and its direct and indirect shareholders to the extent that such details or information are required for the approval of this Agreement and the transaction contemplated herein; or (ii) prevent the Purchaser from providing any lenders, institutions and other entities which will provide loans/credit to the Purchaser for the purpose of the consummation of the transactions provided in this Agreement (including by means of issuance of bonds and/or prospectus), any details or information regarding this Agreement and the transaction contemplated herein to the extent that such details or information are required for the purpose of financing the transactions contemplated hereby.
Nothing in Section 6. 3(a) will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (i) violate any of its or its Affiliates’ respective obligations with respect to confidentiality, (ii) result in a violation of applicable Legal Requirements or (iii) result in loss of legal protection, including the attorney-client privilege and work product doctrine; provided, however, that, in each case, the Company shall use its commercially reasonable efforts to minimize the effects of such restriction or to provide a reasonable alternative to such access.
Nothing in Section 6. 1(a) shall require the Company to provide access or to disclose any information to the other party or its Representatives if such access or disclosure, (i) in light of COVID-19 or COVID-19 Measures, jeopardizes the health and safety of any officer or employee of the Company or any of its Subsidiaries, (ii) constitutes a violation of applicable Laws (including COVID-19 Measures), (iii) causes a breach of, or material default pursuant to, any binding agreement entered into by the Company or its Subsidiaries prior to the date of this Agreement, (iv) would reasonably be expected to result in a loss or impairment of the protection of any attorney-client or work product privilege, (v) would result in the disclosure of Trade Secrets of any Person or (vi) result in the disclosure of information or access (A) regarding the valuation of the Company or (B) that is reasonably pertinent or likely to be reasonably pertinent to a Litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties; provided that in such instances the Company shall inform Parent of the general nature of the information being withheld and, upon Parent’s request, exercise commercially reasonable efforts to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in this sentence. If any of the information or material furnished pursuant to Section 6.1(a) includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine. In no...
Nothing in Section 6. 1(a) shall require the Company to provide access or to disclose any information to the other party or its Representatives if such access or disclosure, in the reasonable judgment of the Company’s legal counsel, would be in violation of applicable Laws or binding agreements entered into by the Company or its Subsidiaries prior to the date of this Agreement or would reasonably be expected to result in a loss or impairment of the protection of any attorney-client or work product privilege; provided, that in such instances the Company shall inform Parent of the general nature of the information being withheld and, upon Parent’s request, exercise commercially reasonable efforts to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in this sentence. If any of the information or material furnished pursuant to Section 6.1(a) includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine.
Nothing in Section 6. 2(a) shall require the Company to permit any inspection, or to disclose any information, that (i) in the reasonable judgment of the Company would violate any of its or its Affiliates’ respective obligations with respect to confidentiality, or (ii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would result in a violation of applicable Law or result in loss of legal protection, including the attorney-client privilege and work product doctrine; provided that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent.
Nothing in Section 6. 06(a) shall restrict Seller or any of its controlled subsidiaries from:
(i) utilizing, working with, or soliciting any client, customer, supplier, licensor, dealer, distributor or reseller of the Targets or the Business or any other Person who has a business relationship with the Targets or the Business other than in connection with the Seller Restricted Business;
(ii) owning less than an aggregate of 5% of the equity interests or less than 5% of the aggregate principal amount of the Indebtedness of any publicly traded company engaged, directly or indirectly, in the Seller Restricted Business; or
(iii) being acquired by any Person engaged, directly or indirectly, in the Seller Restricted Business.
Nothing in Section 6. 1 shall preclude Executive from pledging his shares of Common Stock to a financial institution pursuant to the terms of a bona fide pledge or from transferring shares of the Common Stock by way of gift to his spouse and/or children or trusts for their benefit, provided that such pledgee or donee delivers to the Company a written undertaking in form and substance satisfactory to the Company agreeing to the terms and conditions of this Agreement as though a party hereto, and the transfer is made subject thereto. In any twelve month period during the period of the Company's right of first refusal, Executive may without regard to the Company's right of first refusal in this Article VI sell or transfer up to an aggregate 25,000 shares of Common Stock pursuant to a transaction in compliance with Rule 144, provided that in each case Executive gives prior or contemporaneous notice to the Company in writing of such sale or disposition.
Nothing in Section 6. 1(a) or 6.1(c) shall prevent, limit or affect, after the Offer is declared unconditional:
(a) the ability and right of Rottapharm Biotech S.r.l. (“Rottapharm Biotech”), its Affiliates (except for the Shareholder) or any related company or partnership and successors to continue to conduct their business without any restriction or limitation and to do acts, enter into agreements or transactions in a Restricted Business in any Restricted Territory;
(b) any member of the Shareholder Family owning, subscribing or acquiring any class of shares or other securities of Rottapharm Biotech, its Affiliates or related company or partnership and successors;
(c) any member of the Shareholder Family or any director, manager or employee of the Shareholder and its Affiliates (other than the Meda Group Companies) to accept executive positions (including being a director or member, with or without delegation of powers, of the Board of Directors or equivalent corporate bodies), render services of any nature and in any form, be employed, work for, assist, advise or support in any manner and to the maximum extent possible Rottapharm Biotech, its Affiliates or related company or partnership and successors.
Nothing in Section 6. 2(a) requires the Company to permit any inspection, or to disclose any information to the extent (i) the provision of such information would result in a breach of the Company’s or its Affiliates’ respective obligations to any third party with respect to confidentiality, (ii) such information relates to the applicable portions of minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (A) the Contemplated Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any Person, (B) any Acquisition Proposal or (C) any Intervening Event, (iii) that affording such access or furnishing such information would result in loss of legal protection, including the attorney-client privilege and work product doctrine or (iv) such inspection or disclosure would violate any applicable Law.
