Public Announcements; Confidentiality. Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement will be issued, if at all, at such time and in such manner as Veritek and Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each agree to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements with respect to this Agreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, and Veritek will have the right to be present for any such communication. Immediately following the Closing, Seller and Veritek shall jointly publicly announce completion of the Closing in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the Closing each shall be entitled to make its own public announcement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Remec Inc)
Public Announcements; Confidentiality. Any public announcement (a) Unless otherwise required by Applicable Law (based upon the reasonable advice of counsel which such advice shall be confirmed in writing if requested), no party to this Agreement shall make, or similar publicity allow its Representatives to make, any announcements (whether now or at any time in the future) with respect to this Agreement or the transactions contemplated by this Agreement will be issued, hereby or otherwise communicate with any news media or other private or public source (including as background or if at all, at such time and in such manner as Veritek and Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each source shall otherwise agree to consult with retain the other and cooperate in connection with information as confidential) without the issuance prior written consent of any press releases or trade releases (i) the Pecos Entities and the making of such other public statements with respect Sellers Representative if the request is made by Buyer prior to this Agreement and Closing, (ii) the transactions contemplated Sellers Representative if the request is made by this Agreement as they may deem necessary Buyer or appropriate. Unless consented to the Pecos Entities after the Closing or (iii) Buyer if the request is made by Veritek and the Pecos Entities, the Sellers Representative or any Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer or by the Sellers Representative or any Seller after the Closing. In no event shall any party be liable or responsible for the content of any press release or other public statement issued by another party. The parties shall cooperate as to the timing and each contents of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure such announcement.
(b) The parties acknowledge that certain information received pursuant to the negotiations leading to execution of this Agreement are non-public and/or proprietary in nature and, as such, will be deemed to be “Confidential Information” for purposes of the Confidentiality Agreement. Each party further confirms and ratifies the terms and conditions of the Confidentiality Agreement and hereby agrees to maintain the confidentiality of such Confidential Information, and to refrain from using the Confidential Information, in each case, in accordance with the terms and conditions of the Confidentiality Agreement. Buyer acknowledges and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information contained in this Agreement (or any Ancillary Agreement to any Persondrafts hereof) as well as all negotiations and discussions related hereto. For purposes of absolute clarity, provided, however, the parties acknowledge that if this Agreement and each Ancillary Agreements may be disclosed in connection with a mergeris, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, and Veritek will have the right to be present for any such communication. Immediately following the reason, terminated prior to Closing, Seller the Confidentiality Agreement and Veritek this Section 5.1 shall jointly publicly announce completion of the Closing nonetheless continue in mutually agreeable form, full force and failing such public announcement no later than twenty-four hours after the Closing each shall be entitled to make its own public announcementeffect.
Appears in 1 contract
Public Announcements; Confidentiality. Any public announcement or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement will be issued, if at all, at such time and in such manner as Veritek Buyer and Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek Buyer or Seller are listed. Veritek Buyer and Seller each agree agrees to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements with respect to this Agreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Veritek Buyer and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek Buyer or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates Affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein)) and the Know How and Trade Secret License Agreement and the Trademark License Agreement may be disclosed in connection with an assignment by Seller of the Licensed Intellectual Property or the Licensed Xxxx, as applicable. Seller and Veritek Buyer will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, and Veritek Buyer will have the right to be present for any such communication. Immediately following the Closing, Seller and Veritek Buyer shall jointly publicly announce completion of the Closing in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the Closing each shall be entitled to make its own public announcement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Remec Inc)
Public Announcements; Confidentiality. Any (a) The initial press release with respect to the execution of this Agreement shall either be a joint press release by Seller and Purchaser, or separate, but concurrent, press releases issued by Seller and Purchaser, in each case to be reasonably agreed upon by Seller and Purchaser. Thereafter, unless consultation is prohibited by applicable Law and except in connection with the Purchaser Financing pursuant to Section 6.19, neither Seller nor Purchaser shall make any press release or other public announcement (to the extent not previously issued or similar publicity made in accordance with this Agreement) with respect to this Agreement Agreement, the contents hereof or the transactions contemplated by this Agreement will be issued, if at all, at such time and in such manner as Veritek and Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements hereby without the prior written consent of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each agree to consult with the other and cooperate in connection with the issuance of any press releases Party (which consent shall not be unreasonably withheld, conditioned or trade releases and the making of such other public statements with respect to this Agreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, delayed); provided, however, that the foregoing shall not restrict disclosures (i) to the extent required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (ii) of the terms of this Agreement by Seller to its Representatives or (iii) to the extent such Party has been given a reasonable opportunity to review such disclosure prior to its release and each Ancillary Agreements may be disclosed no objection is raised.
(b) The Confidentiality Agreement shall terminate on the Execution Date unless this Agreement is terminated pursuant to Section 9.1, in which case the Confidentiality Agreement shall remain in full force and effect.
(c) In connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, and Veritek will have the right to be present for any such communication. Immediately following the Closingexcept as otherwise provided in Sections 6.3(d) and (e) below, Seller and Veritek its Representatives shall jointly publicly announce completion treat the Business Confidential Information as strictly confidential for a period of two years after the date of this Agreement, and shall not sell, trade, publish or otherwise disclose the Business Confidential Information to anyone in any manner whatsoever during such two year period, including by means of photocopy, reproduction or electronic media, without Purchaser’s prior written consent.
(d) Seller may disclose the Business Confidential Information to its Representatives to the extent necessary to exercise or perform its rights under this Agreement or the Transaction Documents; provided, however, that Seller shall require any of its Representatives who received the Business Confidential Information under this Agreement to keep the Business Confidential Information strictly confidential and comply with all terms of this Section 6.3.
(e) If Seller or any of its Representatives is required by Law, Governmental Order, decree, rule or regulation (including without limitation, those of any court, regulatory agency, securities commission or stock exchange) to disclose any Business Confidential Information or if any Person seeks to legally compel (by interrogatories, document requests, subpoena or otherwise) Seller or any of its Representatives to disclose any Business Confidential Information, Seller shall, unless prohibited by Law, promptly provide Purchaser with written notice of the Closing compelled disclosure so Purchaser may (i) seek a protective order or other remedy at its sole cost (including, without limitation, participation in mutually agreeable formany Proceeding), and failing such public announcement no later than twenty-four hours after or (ii) waive compliance with the Closing each terms of this Section 6.3 in Purchaser’s sole discretion (but the waiver will be limited to the information required to be disclosed). Seller shall be entitled to make furnish only the Business Confidential Information as Seller is advised by its own public announcementlegal counsel that it is legally required to disclose and will use all Commercially Reasonable Efforts to obtain confidential treatment of all Business Confidential Information disclosed.
Appears in 1 contract
Public Announcements; Confidentiality. Any (a) Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, each of the Seller Parties and the Transferred Companies acknowledges that Greenbrook is a reporting issuer under applicable Securities Laws and is obligated to make immediate public announcement or similar publicity with respect to disclosure of the entering into of this Agreement or and the transactions contemplated by material terms thereof and will be required to file a copy of this Agreement will be issuedon SEDAR and on XXXXX, if at all, at such time and in such manner as Veritek and each of the Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each agree Parties consents to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements disclosure and such filing and any related communications (including in connection with respect to this Agreement analyst conference calls) and shall cooperate in the transactions contemplated by this Agreement content of such disclosure as they the Purchaser and Greenbrook may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, reasonably request; provided, however, that the Seller Parties shall have a reasonable opportunity to comment on the disclosure related to such filing including as to any parts of this Agreement that may be redacted pursuant to applicable Securities Laws on the basis that they contain confidential or commercially sensitive information of the Seller Parties and the Purchaser and Greenbrook shall consider any such comments in good faith. Neither the Seller Parties, the Success Subject Companies, nor any of their respective Affiliates or Representatives shall make any public announcement or issue any public communication regarding this Agreement, the Contemplated Transactions, or any matter related to the foregoing, without the prior written consent of the Purchaser and Greenbrook; provided that such persons shall not be restricted from making any public disclosure of information that has already been made public by Greenbrook in accordance with this Section 5.8(a).
(b) The confidentiality provisions of the Confidentiality Agreement shall be incorporated herein and shall be deemed to be applicable with effect from the date hereof until the earlier to occur of (i) the Closing or (ii) two (2) years from the date hereof; provided, however, that in satisfaction of its reporting obligations described in Section 5.8(a), Greenbrook may make immediate public disclosure of a copy of this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller material terms thereof as required under applicable Securities Laws.
(subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning c) During the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, and Veritek will have the right to be present for any such communication. Immediately two (2)-year period following the Closing, Seller and Veritek shall jointly publicly announce completion of the Closing in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the Closing each Purchaser shall be entitled to make its own public announcementthe benefit of the confidentiality provisions of the Confidentiality Agreement as they relate to the Success Subject Companies, and the Seller Parties will, and will cause their respective Affiliates and Representatives to, hold in confidence in accordance with the Confidentiality Agreement any and all information concerning the Success Subject Companies that would have been considered "Confidential Information" under the Confidentiality Agreement had it been disclosed to the Purchaser prior to the date hereof, mutatis mutandis, it being understood that the provisions set forth in Section 1 of the Confidentiality Agreement shall apply to any such information.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Klein Benjamin)
Public Announcements; Confidentiality. Any (a) The initial press release regarding this Agreement shall be made at such time and in such form as Buyer and the Company agree. If Buyer and the Company cannot agree on the initial press release, then, from the date hereof until the Closing, either such Party shall be permitted to make any disclosure relating to the matters contemplated by this Agreement that may be required by Law or the rules or regulations of any exchange to which it is subject; provided that the Party proposing to issue any press release or similar public announcement or similar publicity communication in compliance with any such disclosure obligation shall use reasonable best efforts to consult in good faith with the other Party before doing so. Following the Closing and the initial press release, none of Buyer, the Company, the Securityholder Representative or any of its or their respective Affiliates shall issue or make any subsequent press release or public statement with respect to this Agreement or the transactions contemplated by hereby containing any substantive information in addition to that previously permitted to be disclosed pursuant to this Agreement will Section 8.4 without the prior consent of Buyer and the Securityholder Representative, except as (a) may be issued, if at all, at such time and in such manner as Veritek and Seller mutually determine or as required by Legal Requirements, including securities laws requirements Law or requirements the rules or regulations of any securities markets on exchange to which the shares of Veritek it is subject or Seller are listed. Veritek and Seller each agree to consult (b) consistent with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other previous public statements with respect to disclosures regarding this Agreement and the transactions contemplated by this hereby; provided that the Party proposing to issue any press release or similar public announcement or communication in compliance with any such disclosure obligation shall use reasonable best efforts to consult in good faith with the other Party before doing so.
(b) The Confidentiality Agreement is terminated as they may deem necessary of the date hereof and is of no further force or appropriateeffect. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements During the period from the date hereof through the earlier of any securities markets on which (x) two (2) years following the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure termination of this Agreement or in accordance with its terms and (y) the Closing Date, Buyer shall, and shall cause its Representatives to, keep the Confidential Information confidential and not disclose any Ancillary Agreement of it to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed Person in connection with a merger, acquisition, reorganization any manner whatsoever or sale of all or substantially all of use the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each Confidential Information for any purpose other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed than in furtherance of the transactions contemplated by this Agreement; provided, however, that Buyer may (i) make any disclosure of the Confidential Information to which the Company gives its prior written consent, (ii) disclose any of such information to such Representatives who need to know such information and who are advised of the confidentiality obligations that attach to the Confidential Information (it being agreed that Buyer will be responsible for any violation of the provisions of this Section 8.4(b) by any of its Representatives), and Veritek will have (iii) disclose that information which, on the right advice of counsel, is required to be present for disclosed by Law or pursuant to a demand of any Governmental Entity (which requirement or demand shall not have been caused by any act of Buyer or its Representatives in violation of this Agreement). Notwithstanding anything to the contrary in the foregoing, in the event that Buyer or any of its Representatives is required to or reasonably believes that it is required by Law to disclose any of the Confidential Information, such party shall, to the extent legally permissible, provide the Company with prompt written notice of any such communication. Immediately following requirement so that the ClosingCompany may seek (at its cost and expense) a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement; provided that, Seller in the event that such protective order or other appropriate remedy or waiver by the Company is not obtained or granted, and Veritek shall jointly publicly announce completion Buyer or any of its Representatives is nonetheless, on the advice of counsel, required by Law to disclose Confidential Information, such Person may disclose to, or as required by, the applicable Governmental Entity only that portion of the Closing in mutually agreeable form, Confidential Information that such counsel advises is legally required to be disclosed (and failing any such public announcement no later than twenty-four hours after the Closing each disclosure shall be entitled made only to make such Persons to whom such counsel advises such information is legally required to be disclosed); provided that Buyer and its own public announcementRepresentatives shall exercise reasonable best efforts (at their cost and expense) to preserve the confidentiality of the Confidential Information, including by reasonably cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
Appears in 1 contract
Samples: Merger Agreement (Catalent, Inc.)
Public Announcements; Confidentiality. Any Upon the execution of this Agreement, the Purchaser shall have the right to make such public announcement announcements or filings as may be required by (i) the Securities Act, (ii) the Securities Exchange Act, (iii) the rules and listing standards of the OTCQB, (iv) any other law of a jurisdiction to which the Purchaser is subject, or (v) any oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement will be issued, if at all, at such time and in such manner as Veritek and Seller mutually determine or as process required by Legal Requirementsapplicable rules, including securities laws requirements or requirements of regulations by any securities markets on court, law or administrative authority to which the shares of Veritek Purchaser is subject. The Purchaser also shall have the right to make such public announcements or Seller are listed. Veritek and Seller each agree to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements with respect to this Agreement and the transactions contemplated by this Agreement filings as they may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning the means by which the employees, customersreasonably prudent, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, and Veritek will have the right to be present for any such communication. Immediately following the Closing, Seller and Veritek shall jointly publicly announce completion of the Closing in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the Closing each shall be entitled to make such filings or announcements upon advice of counsel as may be otherwise be deemed necessary. In this connection, it should be noted that the Purchaser has determined that the entry into this Agreement will need to be disclosed within four (4) Business Days of its own execution on a Current Report on Form 8-K under Item 1.01 thereof and that the Agreement will be filed as an exhibit thereto or be filed as an exhibit to the Purchaser’s next following periodic report filed pursuant to the Securities Exchange Act. The Sellers may make such public announcementdisclosures as are required by Law. Each of the Sellers and the Purchaser hereby agree to provide the non-disclosing parties as much advance notice as reasonably possible with respect to the nature of such disclosure, cooperate fully as to the timing and contents of such disclosure and review in good faith the suggestions of the other party with respect to the contents of such disclosure.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Freedom Leaf Inc.)
Public Announcements; Confidentiality. (a) Any public announcement announcement, press release or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement Contemplated Transactions will be issued, if at all, at such time and in such manner as Veritek and Seller the parties mutually determine agree, subject to any Legal Requirement applicable to Buyer or Sellers. Except with the prior consent of the other parties or as required permitted by Legal Requirementsthis Agreement, neither Buyer, Seller nor any of their respective Representatives shall disclose to any Person (i) the fact that any Confidential Information of Sellers has been disclosed to Buyer or its Representatives, that Buyer or its Representatives have inspected any portion of the Confidential Information of Sellers or (ii) any information about the Contemplated Transactions, including securities laws requirements the status of such discussions or requirements negotiations, the execution of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each agree to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements with respect to documents (including this Agreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement Agreement) or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets terms of a Buyer the Contemplated Transactions or Seller the related documents (subject to binding use and disclosure restrictions at least as protective as those set forth hereinincluding this Agreement). Seller Sellers and Veritek Buyer will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business Sellers will be informed of the transactions contemplated by this AgreementContemplated Transactions, and Veritek Buyer will have the right to be present for any such communicationcommunication through one of its Representatives.
(b) Buyer and Sellers acknowledge that they entered into a letter agreement dated May 17, 2002 regarding confidentiality and non-disclosure of certain information regarding Sellers and their business in connection with a possible transaction among the parties (the "2002 Agreement"). Immediately following Buyer and Sellers hereby agree that the Closing, Seller terms and Veritek shall jointly publicly announce completion provisions of the Closing 2002 Agreement shall apply to the Contemplated Transactions and, consequently, hereby reinstate such terms and provisions and incorporate them herein by this reference for a term of one year from the later of the Agreement Date or the date on which this Agreement is terminated under Section 9.1; provided that Buyer's obligations to maintain the confidentiality of Information (as defined in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the 2002 Agreement) comprising Purchased Assets shall terminate effective upon consummation of the Contemplated Transactions on the Closing each Date. This Section 12.2(b) shall be entitled to make its own public announcementsurvive the termination of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regal Entertainment Group)
Public Announcements; Confidentiality. Any (a) Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, each of the Seller Parties and the Transferred Companies acknowledges that Greenbrook is a reporting issuer under applicable Securities Laws and is obligated to make immediate public announcement or similar publicity with respect to disclosure of the entering into of this Agreement or and the transactions contemplated by material terms thereof and will be required to file a copy of this Agreement will be issuedon SEDAR and on EXXXX, if at all, at such time and in such manner as Veritek and each of the Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each agree Parties consents to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements disclosure and such filing and any related communications (including in connection with respect to this Agreement analyst conference calls) and shall cooperate in the transactions contemplated by this Agreement content of such disclosure as they the Purchaser and Greenbrook may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, reasonably request; provided, however, that the Seller Parties shall have a reasonable opportunity to comment on the disclosure related to such filing including as to any parts of this Agreement that may be redacted pursuant to applicable Securities Laws on the basis that they contain confidential or commercially sensitive information of the Seller Parties and the Purchaser and Greenbrook shall consider any such comments in good faith. Neither the Seller Parties, the Success Subject Companies, nor any of their respective Affiliates or Representatives shall make any public announcement or issue any public communication regarding this Agreement, the Contemplated Transactions, or any matter related to the foregoing, without the prior written consent of the Purchaser and Greenbrook; provided that such persons shall not be restricted from making any public disclosure of information that has already been made public by Greenbrook in accordance with this Section 5.8(a).
(b) The confidentiality provisions of the Confidentiality Agreement shall be incorporated herein and shall be deemed to be applicable with effect from the date hereof until the earlier to occur of (i) the Closing or (ii) two (2) years from the date hereof; provided, however, that in satisfaction of its reporting obligations described in Section 5.8(a), Greenbrook may make immediate public disclosure of a copy of this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller material terms thereof as required under applicable Securities Laws.
(subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning c) During the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, and Veritek will have the right to be present for any such communication. Immediately two (2)-year period following the Closing, Seller and Veritek shall jointly publicly announce completion of the Closing in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the Closing each Purchaser shall be entitled to make its own public announcementthe benefit of the confidentiality provisions of the Confidentiality Agreement as they relate to the Success Subject Companies, and the Seller Parties will, and will cause their respective Affiliates and Representatives to, hold in confidence in accordance with the Confidentiality Agreement any and all information concerning the Success Subject Companies that would have been considered “Confidential Information” under the Confidentiality Agreement had it been disclosed to the Purchaser prior to the date hereof, mutatis mutandis, it being understood that the provisions set forth in Section 1 of the Confidentiality Agreement shall apply to any such information.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Greenbrook TMS Inc.)
Public Announcements; Confidentiality. Any public announcement or similar publicity with respect to this Agreement or (a) Purchaser, the transactions contemplated by this Agreement Company, the Sellers’ Representative and each of the Sellers agree that, during the Pre-Closing Period, they will be issued, if at all, at such time reasonably cooperate and in such manner as Veritek and Seller mutually determine or as required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each agree to consult with the other and cooperate others in connection with the issuance of any press releases or trade releases and the making of such other release, or, if reasonably practicable, any public statements with respect to this Agreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirementsstatement, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets of a Buyer or Seller (subject to binding use and disclosure restrictions at least as protective as those set forth herein). Seller and Veritek will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business will be informed of the transactions contemplated by this Agreement, except for public statements required by applicable Legal Requirements. Except as set forth in the immediately preceding sentence, (i) from and Veritek will have after the right date of this Agreement, neither the Sellers’ Representative nor any Seller shall, and each shall ensure that each of their respective Affiliates and Representatives do not, and (ii) prior to be present for any such communication. Immediately following the Closing, the Company shall not, and shall ensure that the Acquired Companies and their respective Affiliates and Representatives do not, issue any press release or make any public statement (or make any statements to any employee of the Acquired Companies that is inconsistent with the communications plan mutually agreed by Purchaser and the Sellers’ Representative) regarding this Agreement or any of the other transactions or documents contemplated by this Agreement (or otherwise publicly disclose to any Person the existence or terms thereof), without Purchaser’s consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that the Sellers’ Representative may, and may permit its Affiliates to, disclose the material economic terms and the existence of this Agreement to its and their respective limited partners or investors and prospective limited partners or investors in connection with their customary fundraising and reporting activities so long as such Persons are subject to contractual obligations to not use and to keep such information strictly confidential.
(b) For a period of five years after the date hereof, each Seller and Veritek the Sellers’ Representative hereby agree that, at all times after the date of this Agreement, such Seller and the Sellers’ Representative shall jointly publicly announce completion not use and shall keep strictly confidential (and each Seller and the Sellers’ Representative shall ensure that each of its Representatives does not use and keeps strictly confidential) all confidential or proprietary information of the Closing Acquired Companies; provided, however, that: (i) nothing herein or in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the Closing each Transaction Documents shall be entitled construed as precluding, prohibiting, restricting or otherwise limiting the ability of any Seller or its Representatives from (A) making any disclosures of confidential or proprietary information of the Acquired Companies to make the extent required by applicable law, (B) using confidential or proprietary information of the Acquired Companies to the extent required for legal, regulatory or Tax compliance purposes or (C) using confidential or proprietary information of the Acquired Companies to the extent required to defend any claim under this Agreement; and (ii) confidential and proprietary information of the Acquired Companies shall not be subject to this sentence if such information: (A) is or becomes generally publicly available through no action by any Seller, the Sellers’ Representative or any of their respective Representatives; (B) was known to Sellers or the Sellers’ Representative, free of any confidentiality obligations, prior to its own public announcementreceipt by Sellers or the Sellers’ Representative; (C) becomes known to the Sellers or the Sellers’ Representative on a non-confidential basis from a source other than an Acquired Company or any Representative of an Acquired Company, provided that such source is not, to the applicable Sellers or the Sellers’ Representative’s knowledge after due inquiry, subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information; or (D) is independently developed by Sellers or the Sellers’ Representative without reference to or use of confidential or proprietary information of the Acquired Companies.
(c) Each party agrees (and Sellers and the Company agree on behalf of Opco) that Purchaser and its Representatives may disclose Confidential Information (as defined in the Confidentiality Agreement) to its financing sources for purposes of seeking and obtaining financing in connection with the transactions contemplated hereby, so long as such Persons (i) agree to be bound by the Confidentiality Agreement as though parties thereto or (ii) are subject to other confidentiality undertakings substantially similar in scope to those set forth in the Confidentiality Agreement of which the Company is a third party beneficiary.
(d) Purchaser acknowledges that Sellers and Affiliates of Sellers are engaged in the business of private equity investing and that, in the ordinary course of such business, such Person may pursue, acquire, invest in, manage, do business with and serve on the boards of companies that may be potential competitors to the Acquired Companies and, neither this Section 5.7 nor the Confidentiality Agreement shall prevent any such Persons, their Affiliates or their portfolio companies from investing in, doing business with, engaging in, managing and/or acquiring any business that may be similar to or in competition with the Acquired Companies; provided, however, that for the avoidance of doubt, nothing in this Section 5.7(d) shall abrogate from the obligations described in Section 5.7 or in the Confidentiality Agreement.
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Public Announcements; Confidentiality. (a) Any public announcement announcement, press release or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement Contemplated Transactions will be issued, if at all, at such time and in such manner as Veritek and Seller the parties mutually determine agree, subject to any Legal Requirement applicable to Buyer or Target. Except with the prior consent of the other parties or as required permitted by Legal Requirementsthis Agreement, neither Buyer, Target nor any of their respective Representatives shall disclose to any Person (i) the fact that any Confidential Information of Target has been disclosed to Buyer or its Representatives, that Buyer or its Representatives have inspected any portion of the Confidential Information of Target or (ii) any information about the Contemplated Transactions, including securities laws requirements the status of such discussions or requirements negotiations, the execution of any securities markets on which the shares of Veritek or Seller are listed. Veritek and Seller each agree to consult with the other and cooperate in connection with the issuance of any press releases or trade releases and the making of such other public statements with respect to documents (including this Agreement and the transactions contemplated by this Agreement as they may deem necessary or appropriate. Unless consented to by Veritek and Seller in writing in advance or required by Legal Requirements, including securities laws requirements or requirements of any securities markets on which the shares of Veritek or Seller are listed, prior to the Closing Seller, each Buyer and each of their affiliates shall keep this Agreement and each Ancillary Agreement strictly confidential and may not make any disclosure of this Agreement Agreement) or any Ancillary Agreement to any Person, provided, however, that this Agreement and each Ancillary Agreements may be disclosed in connection with a merger, acquisition, reorganization or sale of all or substantially all of the assets terms of a Buyer the Contemplated Transactions or Seller the related documents (subject to binding use and disclosure restrictions at least as protective as those set forth hereinincluding this Agreement). Seller Target and Veritek Buyer will consult with each other concerning the means by which the employees, customers, and suppliers of the Business and others having dealings with the Business Target will be informed of the transactions contemplated by this AgreementContemplated Transactions, and Veritek Buyer will have the right to be present for any such communicationcommunication through one of its Representatives.
(b) Buyer and Target acknowledge that they entered into a letter agreement dated May 17, 2002 regarding confidentiality and non-disclosure of certain information regarding Target and its business in connection with a possible transaction among the parties (the "2002 Agreement"). Immediately following Buyer and Target hereby agree that the Closing, Seller terms and Veritek shall jointly publicly announce completion provisions of the Closing 2002 Agreement shall apply to the Contemplated Transactions and, consequently, hereby reinstate such terms and provisions and incorporate them herein by this reference for a term of one year from the later of the Agreement Date or the date on which this Agreement is terminated under Section 9.1; provided that Buyer's obligations to maintain the confidentiality of Information (as defined in mutually agreeable form, and failing such public announcement no later than twenty-four hours after the 2002 Agreement) comprising Assets shall terminate effective upon consummation of the Contemplated Transactions on the Closing each Date. This Section 12.2(b) shall be entitled to make its own public announcementsurvive the termination of this Agreement.
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