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. (a) This Agreement, as well as its terms, its existence, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided, however, that after the public announcement by any of the Affinion Parties of the entry into this Agreement, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Transactions contemplated herein without the express written consent of the other Parties to such existing confidentiality agreements. The Affinion Parties shall submit drafts to legal counsel for HPS, Xxxxxxx, ICG and Xxxxxxx of any press release and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least one (1) day before making any such disclosure. The Affinion Parties, HPS, Xxxxxxx, ICG and Xxxxxxx shall (a) consult with each other before issuing any press release or otherwise making any public statement or filing with respect to the transactions contemplated by this Agreement and (b) not issue any such press release or make any such public statement or filing prior to such consultation and review and the receipt of the prior consent of the other, unless required by applicable law or regulations of any applicable stock exchange or governmental authority, in which case, the Party required to issue the press release or make the public statement or filing shall, prior to issuing such press release or making such public statement or filing, use its commercially reasonable efforts to allow the other reasonable time to comment on such press release or public statement or filing to the extent practicable. Except as required by applicable law or otherwise permitted under the terms of any other agreement between the Affinion Parties and any Consenting Stakeholder, no Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Consenting Stakeholder), other than advisors to the Affinion Parties, the principal amount or percentage of (i) Lender Claims held by any Consenting Lender or (ii) Note Claims held by any Consenting Noteholder, or use the name of any Consenting Stakeholder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives and agents in any press release, in each case, without the prior written...
Public Disclosure; Confidentiality. Except as may be required by Legal Requirement:
(a) the Company shall not, and cause its Affiliates and Representatives to not, issue any press release or otherwise make any public statement or make any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby; and
(b) the parties incorporate by reference the terms of the Mutual Nondisclosure Agreement, dated December 3, 2013 between the Company and Parent (the “Confidentiality Agreement”), which continues in full force and effect until the Closing, at which time such Confidentiality Agreement terminates. From and after the Closing, by approving this Agreement, the Company Securityholders and the Securityholders’ Representative shall, and shall cause their Affiliates to, hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning Parent and its Affiliates (including the Company), except to the extent that such Person can show that such information (a) is generally available to and known by the public through no fault of a Company Securityholder, the Securityholders’ Representative, any of their Affiliates or their respective Representatives; or (b) is lawfully acquired by a Company Securityholder, the Securityholders’ Representative, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. For the avoidance of doubt, any information delivered pursuant to Section 1.3(d) is considered confidential information of Parent and its Affiliates and subject to the terms of this Section 5.2(b). If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following Closing, the Securityholders’ Representative shall be permitted to: (i) after the Closing of the Merger, publicly announce that it has been engaged to serve as the Securityholders’ Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or the other transactions contemplated herein; and (ii) disclose informa...
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, the Company and Parent shall consult with each other before issuing, and provide each other the opportunity to review, comment upon and confer with and use reasonable best efforts to agree on, 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, except with respect to any such press release or public announcement: (a) as may be required by applicable Law (including any filing made with the SEC by Parent pursuant Section 13(d) of the Exchange Act) or by the rules and regulations of any stock exchange 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 its Board of Directors (or any committee thereof) pursuant to Section 5.2(e) or Section 5.2(f). Notwithstanding anything to the contrary contained in this Section 5.9, either party may respond to questions from stockholders or inquiries from financial analysts and media representatives in a manner that is consistent with then-existing public disclosures.
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. (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. 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).
