PARENT AND NEWCO Clause Samples

PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; and (ii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless (x) such information becomes known to the public generally through no fault of Parent or Newco, (y) disclosure is required by law or the order of any governmental authority under color of law; provided, that prior to disclosing any information pursuant to this clause (y), Parent and Newco shall, if possible, give immediate prior written notice thereof to Company and Stockholders and provide Company and Stockholders with the opportunity to contest such disclosure, or (z) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Parent or Newco of the provisions of this Section 16.2, Company and Stockholders shall be entitled to an injunction (without the posting of bond or proof of actual damages) restraining Parent and Newco from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Company and Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Parent and Newco (including their representatives, advisors and legal counsel) shall within ten business days after Company's request, deliver all copies of the confidential information of Company in their possession in any form whatsoever (including, but not limited to, any reports, memoranda, or other materials prepared by Parent or Newco or their representatives, advisors or legal counsel at the direction of Parent or Newco).
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PARENT AND NEWCO. 36 16.3 Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 16.4 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
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PARENT AND NEWCO. 35 16.3 Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 16.4 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 17. TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
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PARENT AND NEWCO. Parent and Newco recognize and acknowledge that they had in the past and currently have and in the future may have, prior to the Closing, access to certain confidential information of Company, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of Company. Parent and Newco agree that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person for any purpose or reason whatsoever, except (i) to authorized representatives of Company; and (ii) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 16.2, unless
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Related to PARENT AND NEWCO

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • Borrowing Subsidiaries Within two Business Days after the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.