Public Disclosure; Confidentiality. (a) The initial press release to be issued with respect to the transactions contemplated hereby shall be in a form and at a time agreed to by Parent and the Shareholder Representative. Notwithstanding anything to the contrary contained in this Agreement (but subject to the last sentence of this Section 5.4(a)), except as may be required (i) to comply with the requirements of any applicable Law (including filings pursuant to the HSR Act) or a Governmental Entity or (ii) by any listing agreement with any applicable national securities exchange or market (in which case the parties shall, to the extent legally permitted, consult with each other prior to making any such disclosure and give the other party a reasonable opportunity to comment thereon), from and after the date hereof and prior to Closing, no party hereto shall, and each such party shall cause its Representatives not to, make any press release or similar public announcement or communication relating to this Agreement or the Ancillary Agreements unless specifically consented to in writing in advance by Parent and the Shareholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. If any announcement is to be made pursuant to clause (i) or (ii) in the preceding sentence by any party hereto, prior to making such announcement such party will, to the extent legally permitted, deliver a draft of such announcement to Parent and the Shareholder Representative and shall give Parent and the Shareholder Representative a reasonable opportunity to comment thereon. In no event shall the foregoing be construed to restrict or prevent any party hereto or the Shareholder or their respective Affiliates from making any internal announcements to such party’s or its Affiliates’ employees or, in the case of the Shareholder and its Affiliates, communicating with their respective direct and indirect investors (including their respective general or limited partners) equity holders, members, managers and partners regarding the transactions contemplated by this Agreement and the Ancillary Agreements, or from disclosing and communicating such information to their respective Representatives, including outside legal counsel, accountants, financial advisors and insurers, in each case on a confidential basis. At any time following the issuance of the initial press release and prior to the Closing, any party hereto shall be permitted to make any public announcements regarding this Agreement and...
Public Disclosure; Confidentiality. (a) The Securityholder understands that it may be the recipient of confidential information of the Company (“Confidential Information”) during the term of this Agreement and that such information may contain or constitute material non-public information concerning the Company. The Securityholder acknowledges that trading in the securities of any party to this Agreement while in possession of material nonpublic information or communicating that information to any other Person who trades in such securities could subject the applicable party to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Securityholder agrees that it and its Affiliates will not disclose Confidential Information in its possession, nor will it trade in the securities of the Company while in possession of material nonpublic information or at all until the Securityholder and its Affiliates can do so in compliance with all applicable laws and without breach of this Agreement.
(b) If the Securityholder is required to disclose any Confidential Information by legal process, the Securityholder shall: (a) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public; (b) give the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; and (c) cooperate with the Company (at the Company’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Securityholder (or such other Persons to whom such request is directed) will furnish only that portion of the Confidential Information which, on the advice of the Securityholder’s counsel, is legally required to be disclosed and, upon the Company’s request, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.
Public Disclosure; Confidentiality. From and after the Closing Date, Sellers shall keep confidential all information relating to the Company and its operations. The foregoing shall not preclude Sellers from (a) the use or disclosure of such information which currently is known generally to the public or which subsequently has come into the public domain, other than by way of disclosure by any of Sellers in violation of this Agreement or (b) the disclosure of such information to the extent required by law or court order, provided that, to the extent practicable, prior to such disclosure required by law or court order, Sellers will give Purchaser prior written notice of the nature of the required disclosure.
Public Disclosure; Confidentiality. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Thereafter, neither the Company nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Merger, this Agreement or the other transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except: (a) as maybe required by applicable Legal Requirements (including any filing made with the SEC by Parent pursuant to Section 13(d) of the Exchange Act) or by the rules and regulations of any stock exchange or trading market upon which one of the parties’ securities are listed as determined in the good faith judgment of the party proposing to make such release, in which case neither the Company nor Parent shall issue or cause the publication of such press release or other public announcement without prior consultation with the other party, to the extent practicable and (b) as may be consistent with actions taken by the Company or the Company Board (or any committee thereof) pursuant to Section 5.2(c).
Public Disclosure; Confidentiality. The public disclosure provisions set forth in Section 11.2 of the Asset Purchase Agreement and the confidentiality provisions set forth in Section 11.3 of the Asset Purchase Agreement are each incorporated herein by reference.
Public Disclosure; Confidentiality. Except as may be required by applicable Law or for the purpose of any required SEC disclosure or related public announcement or investment presentation made by the Company or the Target (provided that the Company shall, to the extent permitted by applicable Law, provide each of the Purchasers and its legal counsel a reasonable opportunity to review any information so disclosed to the extent relating to this Agreement, the Warrants, the Transaction Agreements or such Purchaser and shall consider in good faith any comments of such Purchaser or its legal counsel with respect thereto prior to making such disclosure), neither the Company nor any Purchaser, nor their respective Affiliates, shall issue any press release or public announcement concerning this Agreement, the Warrants or the Transaction Agreements, or make any other public disclosure containing the terms of this Agreement, including the name of any Purchaser, without obtaining the prior written approval of the other parties, which may be withheld in each other party’s sole discretion, unless required by applicable Law, subpoena or judicial or similar order, in which case, the disclosing party shall endeavor to give the non-disclosing party or parties prior written notice of such publication or other disclosure if permitted by such applicable Law, subpoena or judicial or similar order. In addition, each party agrees to comply with the confidentiality obligations set forth in Section 12.07 of the FP Note Purchase Agreement and the Existing Note Purchase Agreement, as applicable (and in the event of any conflict with this Section 4.16, Section 12.07 of the FP Note Purchase Agreement and the Existing Note Purchase Agreement, as applicable, shall control).
Public Disclosure; Confidentiality. (a) Notwithstanding anything to the contrary contained herein, except as may be required to comply with the requirements of any applicable Law, the Investor shall not, and the Investor will cause its respective Affiliates not to, from and after the date hereof, issue any press release or other public communication in respect of this Agreement or otherwise disclose the identity of, or any other information concerning, the other parties without (i) the prior written approval of the Parent (which approval shall not be unreasonably withheld, conditioned or delayed by any party) and (ii) providing the Parent a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure).
(b) The Investor agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Parent, any Confidential Information obtained from the Parent and its Subsidiaries pursuant to the terms of this Agreement.
Public Disclosure; Confidentiality. (a) Unless and until the transactions contemplated in this Agreement will have been completed, except with the prior written consent of the other party, each party and its respective employees, officers, directors, shareholders, agents, advisors and other representatives will hold all information received from the other party and all information concerning the Company in strictest confidence, except such information and documents already available to the public or as are required to be filed or disclosed by applicable law.
(b) All such information and documents in any form or medium whatsoever concerning the Company, including but without limitation copies thereof and derivative materials made therefrom will be delivered to GPUS, or an Affiliate of GPUS, as directed by GPUS, in the event that the Shares are transferred back to GPUS or an Affiliate of GPUS, as directed by GPUS in writing, destroyed in the event that the transactions provided for in this Agreement are not completed.
Public Disclosure; Confidentiality. Each Party shall keep confidential and not disclose to any third party the contents of this Agreement and any confidential information regarding any other Party disclosed to it in connection with this Agreement or its implementation, except as expressly agreed upon with the other Parties and except as may be required in order to comply with the requirements of any applicable laws or the rules and regulations of any stock exchange upon which any securities of the relevant Party or any of its affiliates are listed. The Purchaser shall be entitled to make a press release or similar public announcement with respect to this Agreement or the transactions contemplated hereby upon signing of this Agreement.
Public Disclosure; Confidentiality. (a) Unless and until the transactions contemplated in this Agreement will have been completed, except with the prior written consent of the other party, each party and its respective employees, officers, directors, shareholders, agents, advisors and other representatives will hold all information received from the other party and all information concerning the Company in strictest confidence, except such information and documents already available to the public or as are required to be filed or disclosed by applicable law or Exchange policies.
(b) All such information and documents in any form or medium whatsoever concerning the Company, including but without limitation copies thereof and derivative materials made therefrom will be delivered to Till, or an Affiliate of Till, as directed by Till in writing, in the event that the Shares are transferred back to Till or an Affiliate of Till, as directed by Till in writing, destroyed in the event that the transactions provided for in this Agreement are not completed.
