Permitted Disclosure of Confidential Information. 15.3.1 The restrictions in clause 15.2 shall not apply to the disclosure of Confidential Information: (a) with the prior written consent of the other parties; (b) by a Shareholder to any Director appointed by it or to any of its Affiliates, or to any of its directors or employees whose duties include the management or monitoring of the business of the Company and who need to know such information in order to discharge such duties; (a) to the extent required by applicable Law or regulation (subject to clause 16.2); (b) the disclosure is required for the purposes of any judicial proceedings arising out of this Agreement; (c) to the extent that preventing that disclosure would cause any transaction contemplated by this Agreement or any documents referred to herein to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU; (d) to bona fide potential purchasers of interests in the Company or to their professional advisers or finance providers provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase and provided that the disclosure is limited to information regarding the terms of this Agreement and the Articles and the business and assets of the Group; and (e) to the extent that the information is reasonably required to be disclosed to a relevant Tax Authority in connection with the proper administration of the Tax affairs of the relevant party or any of its Affiliates. 15.3.2 A party shall ensure that each person to whom Confidential Information is disclosed by it in accordance with clause 15.3 complies with all the provisions of this Agreement as if it were a party to this Agreement, and such party shall be responsible for any breach of the provisions of this Agreement by any such person.
Appears in 3 contracts
Samples: Shareholders' Agreement, Shareholders' Agreement, Shareholders' Agreement
Permitted Disclosure of Confidential Information. 15.3.1 22.3.1 The restrictions in clause 15.2 22.2 shall not apply to the disclosure of Confidential Information:
(a) with the prior written consent of the other parties;
(b) by a Shareholder to any Director appointed by it or to any of its AffiliatesShareholder Group Entities, or to any of its directors or their respective directors, officers or employees whose duties include the management management, monitoring or monitoring evaluation of the business of such Shareholder’s participation in the Company and who the Group and who, in the reasonable opinion of that Shareholder, need to know such information in order to discharge such duties;
(ac) as a result of the authority conferred on Directors by clause 4.9.3;
(d) by a Shareholder to its Representatives;
(e) by a party to comply with its obligations, or the obligations of any Affiliate, under the Global Contribution Agreement;
(f) to the extent required by applicable Law law or regulation (subject to clause 16.223.2 save, in the case of MDLZ, with respect to the information described in part B of schedule 6);
(b) the disclosure is required for the purposes of any judicial proceedings arising out of this Agreement;
(c) to the extent that preventing that disclosure would cause any transaction contemplated by this Agreement or any documents referred to herein to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU;
(dg) to bona fide potential purchasers of interests in the Company or to their professional advisers or finance providers provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase and provided that the disclosure is limited to information regarding the terms of this Agreement and the Articles and the business and assets of the Group; and;
(eh) to the extent that the information is reasonably required to be disclosed to a relevant Tax Authority in connection with the proper administration of the Tax affairs of the relevant party party’s finance providers or any of its Affiliatesrating agencies for bona fide purposes.
15.3.2 22.3.2 A party shall ensure that each person to whom Confidential Information is disclosed by it in accordance with this clause 15.3 22.3 complies with all the provisions of this Agreement as if it were a party to this Agreement, and such party shall be responsible for any breach of the provisions of this Agreement by any such person.
Appears in 2 contracts
Samples: Shareholder Agreements (Mondelez International, Inc.), Shareholder Agreements (Mondelez International, Inc.)
Permitted Disclosure of Confidential Information. 15.3.1 22.3.1 The restrictions in clause 15.2 22.2 shall not apply to the disclosure of Confidential Information:
(a) with the prior written consent of the other parties;
(b) by a Shareholder to any Director appointed by it or to any of its AffiliatesShareholder Group Entities, or to any of its directors or their respective directors, officers or employees whose duties include the management management, monitoring or monitoring evaluation of the business of such Shareholder’s participation in the Company and who the Group and who, in the reasonable opinion of that Shareholder, need to know such information in order to discharge such duties;
(ac) as a result of the authority conferred on Directors by clause 4.9.3;
(d) by a Shareholder to its Representatives;
(e) by a party to comply with its obligations, or the obligations of any Affiliate, under the Global Contribution Agreement;
(f) to the extent required by applicable Law law or regulation (subject to clause 16.223.2 save, in the case of MDLZ, with respect to the information described in part B of schedule 6);
(b) the disclosure is required for the purposes of any judicial proceedings arising out of this Agreement;
(c) to the extent that preventing that disclosure would cause any transaction contemplated by this Agreement or any documents referred to herein to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU;
(dg) to bona fide potential purchasers of interests in the Company or to their professional advisers or finance providers provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the potential purchase and provided that the disclosure is limited to information regarding the terms of this Agreement and the Articles and the business and assets of the Group; and;
(eh) to the extent that the information is reasonably required to be disclosed to a relevant Tax Authority in connection with the proper administration of the Tax affairs of the relevant party party’s finance providers or any of its Affiliatesrating agencies for bona fide purposes.
15.3.2 22.3.2 A party shall ensure that each person to whom Confidential Information is disclosed by it in accordance with this clause 15.3 22.3 complies with all the provisions of this Agreement as if it were a party to this Agreement, and such party shall be responsible for any breach of the provisions of this Agreement by any such person.. Table of Contents
Appears in 1 contract
Samples: Shareholders’ Agreement (Mondelez International, Inc.)