Protection of Non-Public Information Sample Clauses

Protection of Non-Public Information. One or both of the Parties to this Agreement is a publicly held corporation. In connection therewith, the Receiving Party acknowledges that it is aware (and that its directors, officers, employees and agents who are apprised of the Project have been, or will be, advised) that the United States securities laws prohibit any person who has material non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of either party (or options, rights and warrants relating thereto) 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. The Receiving Party agrees that neither the Receiving Party nor its directors, officers, employees or agents will (i) use, nor cause any person to use, any Proprietary Information or other information in contravention of the Exchange Act and the rules and regulations promulgated thereunder, including Rules 10b-5 and 14e-3 or (ii) disclose any information that constitutes material non-public information regarding the Disclosing Party for purposes of Regulation FD of the SEC or any other federal or state securities laws (it being acknowledged and agreed that the provisions of this Agreement with respect to such information are reasonably necessary to comply with Regulation FD and/or such other federal and state securities laws). The Receiving Party shall notify the Disclosing Party in writing immediately upon discovery of any use or disclosure of Proprietary Information or other information in violation or non-compliance with this section. The obligations set forth in this section shall survive termination of this Agreement.
Sample 1
AutoNDA by SimpleDocs
Protection of Non-Public Information. Except in performance of his duties hereunder on Company’s behalf, Executive shall neither use for himself or for persons other than Company, nor publish or otherwise disclose to any person not under a legal obligation of trust or confidence to Company, any confidential information (defined below) that has been or may be developed by or for, or disclosed to Company, or in which property rights have been or will be assigned or otherwise provided to Company and which is non-public information that has or is expected to have actual or potential economic value to Company or its customers. Nothing contained in this Subsection 5b, however, shall be construed as imposing restraints upon Executive’s use of any information which is or is made publicly available by Company or is or has been rightfully obtained by Executive from persons other than Company where such persons are under no obligation of trust or confidence to Company.
Sample 1

Related to Protection of Non-Public Information

  • Non-Disclosure of Non-Public Information (a) The Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor.

  • Non-Public Information Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

  • Material Non-Public Information Notwithstanding any other provision of this Agreement, the Company and the Agent agree that the Company shall not deliver any Issuance Notice to the Agent, and the Agent shall not be obligated to place any Shares, during any period in which the Company is in possession of material non-public information.

  • Non Public Information Confidentiality (a) Each Lender acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in compliance with all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).

  • Public Information At any time during the period commencing from the six (6) month anniversary of the Initial Closing Date and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, as partial relief for the damages to any holder of Securities by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such holder’s Securities on the day of a Public Information Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this Section 4(o) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

  • Certification of Public Information Holdings and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Holdings, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Holdings has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Lenders. Holdings agrees to clearly designate all Information provided to the Administrative Agent by or on behalf of Holdings which is suitable to make available to Public Lenders. If Holdings has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information with respect to Holdings, its Subsidiaries and their securities;

  • Due Diligence Review Non Disclosure of Non Public Information (a) The Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), and any Underwriter, any Registration Statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or Underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of such Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and Underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.

  • No Material Non-Public Information The Company agrees that no information provided to the Purchaser in connection with this Agreement will, upon the IPO Closing, constitute material non-public information of the Company.

  • Material Nonpublic Information Borrower is not in possession of any Material Nonpublic Information with respect to Issuer or the Shares.

  • Nonpublic Information Any other provisions of this agreement to the contrary notwithstanding, the Company's obligation to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended for a period not to exceed 45 days (and for periods not exceeding, in the aggregate, 90 days during the term of this Agreement) if there exists at the time material non-public information relating to the Company which, in the reasonable opinion of the Company, should not be disclosed.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!