Public Statements; Confidentiality. (a) Within four business days after the execution of this Agreement, the Company will file a Current Report on Form 8-K (the “Form 8-K”) to report the parties’ entry into this Agreement. The Form 8-K shall be consistent with the terms of this Agreement. The Company shall provide Impala with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of Impala. The Company will also disclose this Agreement in its definitive proxy statement relating to the 2020 Annual Meeting in a manner consistent with the manner in which it is disclosed in the Form 8-K. (The disclosures contemplated by this Section 7(a), the “Agreement Disclosures”.)
(b) Without the prior written consent of the Company, Impala shall not, and shall cause its Representatives not to, disclose to any other person, including by issuing any press release, making any public statement, speaking on the record or on background with the media or otherwise, (i) this Agreement, its existence or any of its terms or conditions or (ii) that discussions or negotiations have taken place between the parties with respect to this Agreement or the subject matter of this Agreement or the Agreement Disclosures (such information in clauses (i) and (ii), the “Agreement Information”). Subject to Section 7(c), Impala hereby agrees and acknowledges that, except as provided in Section 7(a), the Company shall retain full and final authority, in its sole and absolute discretion, with respect to the disclosure, if any, of any Agreement Information.
(c) In the event that Impala or any of its Representatives are required by applicable Legal Requirement to disclose any of the Agreement Information, Impala will promptly notify (except where such notice would be legally prohibited) the Company in writing by email and Federal Express so that the Company may seek a protective order or other appropriate remedy (and if the Company seeks such a remedy, Impala will provide such cooperation as the Company shall reasonably request and not oppose such remedy), at the Company’s sole cost and expense. Nothing herein shall be deemed to prevent Impala or its Representatives, as the case may be, from honoring a Legal Requirement that requires discovery, disclosure or production of the Agreement Information if (i) Impala produces or discloses only that portion of the Confidential Information that Impala’s legal counsel advises Impala is legally required to be so prod...
Public Statements; Confidentiality. Neither the Seller nor the Purchaser shall issue (nor shall the Seller, prior to the Closing Date, permit the Company to issue) any press release or other public statement concerning the transactions contemplated by this Agreement without first providing the other with a written copy of the text of such release or statement and obtaining the consent of the other respecting such release or statement (which consent shall not be unreasonably withheld or delayed). The Seller and the Purchaser shall keep this Agreement, the terms hereof, and all documents and information relating hereto, or furnished pursuant to or in connection with, this Agreement or the transactions contemplated hereby confidential, except for (x) disclosures to their respective authorized representatives who have a need to know such information for the purpose of evaluating the transactions contemplated hereby and (y) to such other individuals or entities as may be required by applicable law, or, in the case of the Purchaser, as may be necessary in the ordinary conduct of the business by the Company after the Closing Date or, in the case of the Seller or the Purchaser, as may be required in connection with the approvals and the filings contemplated by this Agreement.
Public Statements; Confidentiality. None of the Company or the Company Holders’ Representative, on the one hand, or Parent or Merger Sub, on the other hand, shall issue any press release or public announcement or comment concerning this Agreement, the Related Agreements and the Stockholder Written Consents or the transactions contemplated hereby and thereby without obtaining the prior written approval of Parent, the Company or the Company Holders’ Representative, respectively (which approval will not be unreasonably withheld, conditioned or delayed), unless and only to the extent, (i) disclosure by a Party is required to enforce its rights and remedies under this Agreement or (ii) in the judgment of such Party disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed; provided that, to the extent so required by applicable Law, the Party intending to make such release shall use its commercially reasonable efforts consistent with applicable Law to consult with the other Parties in advance of such release with respect to the text thereof. Prior to any announcement of Parent’s entry into this Agreement on Form 8-K (which may include the filing of this Agreement as an exhibit to such Form 8-K), Parent shall provide the Company with a draft of such filing and incorporate any reasonable comments of the Company to such Form 8-K received no less than one (1) Business Day prior to the deadline for Parent to file such Form 8-K.
Public Statements; Confidentiality. The amount of any Settlement Payment made to a Final Claimant under this Agreement must be kept confidential by Monsanto, the ECC, the Claims Administrator, the Final Claimant, Enrolling Counsel, and the Dicamba Claims Trustee and must not be disclosed except: (i) to appropriate Persons to the extent necessary to administer Process Claims or provide benefits under this Agreement; (ii) as otherwise expressly provided in this Agreement; (iii) as may be required by law or lawful compulsory order; (iv) as may be reasonably necessary to enforce, or exercise Monsanto’s rights under, or with respect to, such Final Claimant’s Claims Form(s), Release and Incorporate of Settlement, Stipulation of Dismissal, if any, associated Affiliated Claimant Consent Form(s), if any, or (without respect to such Final Claimant or the Claimant’s Counsel as applicable) this Agreement; or (v) in any action brought by Monsanto for contribution or indemnification against any Additional Released Party, provided that such Settlement Payment information must be protected by the highest level of confidentiality available under the protective order in such a case. All Final Claimants consent to the disclosure of their Settlement Payments for these purposes.
Public Statements; Confidentiality. (a) The Entities, on the one hand, and UNIFAB, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to any transactions described in this Agreement, including the Merger and the Asset Purchase, and will not issue any such press releases or make any such public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to a listing agreement with NASDAQ.
(b) Until the Closing Date and subsequent to any termination of this Agreement pursuant to Section 13.1, neither UNIFAB nor either of the Entities will use (except in evaluating the transactions contemplated by this Agreement) and each of UNIFAB and the Entities will keep confidential and will not disclose to any third party any information obtained by it from the other party or its representatives in connection with this Agreement except (i) that information may be disclosed by each party to its advisors in connection with the negotiation of and the performance of the transactions contemplated by this Agreement or (ii) to the extent that such information is or becomes generally available to the public through no act or omission of such party.
Public Statements; Confidentiality. (a) Executive agrees that, by his execution hereof, he retires as an employee and resigns as a director, manager and an officer from each of the Boise Entities, in each case effective as of the end of the day on the Termination Date and, from and after the Termination Date, Executive agrees not to hold himself out in any manner as a director, manager, officer, employee, agent or in any other manner as a representative of any Boise Entity or any of their respective subsidiaries or Affiliates. Without limiting the resignation Executive shall deliver, promptly after requested by any Boise Entity a written resignation in the form requested by the Boise Entities for inclusion in the minute or similar record books of the various Boise Entities. Notwithstanding the foregoing, Executive may remain as a member of the Board of Directors of Boise Inc., but shall at the request of any Boise Entity made at any time after the date hereof, deliver a written resignation from such board position promptly after so requested by a Boise
Public Statements; Confidentiality. Neither Seller or Purchaser shall issue (nor shall Seller, prior to the Closing Date, permit the Company to issue) any press release or other public statement concerning the transactions contemplated by this Agreement without first providing the other with a written copy of the text of such release or statement and obtaining the consent of the other respecting such release or statement (which consent shall not be unreasonably withheld). Purchaser and Seller shall keep this Agreement, the terms hereof, and all documents and information relating hereto, or furnished pursuant to or in connection with this Agreement or the transactions contemplated hereby, confidential, except as may be expressly agreed to by the parties or required by Applicable Law or, in the case of Purchaser, as may be necessary in the ordinary conduct of the Business by the Company after the Closing Date. In the event of termination of this Agreement prior to the Closing Date pursuant to Article XI, at Seller's request Purchaser shall return to Seller or its Representative any confidential material in its possession relating to the Company or destroy such confidential material and provide a certification to Seller relating to its compliance with the provisions of this sentence. The parties acknowledge that any disclosure or violation of this Section 12.7 will result in injury to the other party. Accordingly, the parties hereto agree that, in the event of disclosure by either of the parties or their representatives, the other party shall be entitled to seek an injunction preventing such breach in addition to any other rights or remedies available at equity or law. Notwithstanding anything to the contrary contained in this Agreement, the Landmark Ancillary Documents or the Confidentiality Agreement, the parties (and each employee, representative, or other agent of the parties) may, subject to the consultation obligations with respect to public announcements contained in the preceding sentence, disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials (including opinions and analyses) provided to each of them and relating to the tax structure and tax treatment of the transaction, beginning on the earliest of (i) the date of the public announcement of discussions relating to the transaction, (ii) the date of public announcement of the transaction, or (iii) the date of the execution of this agreement (with or witho...
Public Statements; Confidentiality. Until consummation of the transactions contemplated hereby, except as required by applicable law or regulatory authority or except to the extent already disclosed in a public announcement that was not made in breach of this letter of intent, none of the Companies or any of their respective shareholders, officers, directors, affiliates, representatives, investment bankers (including North Point Advisors, LLC ("NPA") and Raymond James & Associates), business brokers or agents nor Xxxxxxxr xx xny of its shareholders, officers, directors, affiliates, representatives, investment bankers, business brokers or agents, in each case without the prior consent of Investor and the Company, respectively, will disclose to any other person (other than the Company's and Investor's advisors, accountants, lawyers and other professionals who are involved in the transaction contemplated herein), (i) the fact that discussions or negotiations are taking place concerning a possible transaction between the Company and Investor or (ii) any of the terms or conditions contained in this letter of intent or the definitive documents, or discussed or proposed in negotiations between the Company and the Investor after the date hereof. All information exchanged by the parties in connection with the due diligence investigation and the negotiation and consummation of the transactions contemplated hereby shall be subject to the terms of this letter of intent and the Confidentiality Agreement, dated December 19, 2005, between the Investor and the Company. Any disclosure that the Board of Directors (as defined in paragraph 4(b)) is required to make by law or regulatory authority will not constitute a violation of this letter of intent."
Public Statements; Confidentiality. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.
(b) The Company agrees not to disclose the names, addresses or any other information about the Subscriber, except as required by law or court order and to satisfy its obligations under Article 5.
Public Statements; Confidentiality. Each Seller shall treat as confidential and proprietary and shall not use or reveal or disclose to any Third Party either directly or indirectly any confidential information received from Buyer or any confidential information relating to the Purchased Assets or any other matter contemplated by this Agreement without first obtaining the written consent of Buyer, except (a) as may be otherwise provided herein; (b) as may be required to be disclosed to a court or governmental agency; (c) as may be necessary to assist Buyer to file or prosecute patent applications concerning any Products; (d) as may be necessary to carry out any litigation concerning the Purchased Assets; or (e) as may otherwise be required by law. Sellers shall take reasonable measures to assure that no unauthorized use or disclosure is made by others (including without limitation its respective employees, agents and Affiliates) to whom access to such information is granted. Buyer shall treat as confidential and proprietary and shall not use or reveal or disclose to any Third Party either directly or indirectly any confidential information that does not relate to the Purchased Assets received from Research Associates during the term of the License Agreement for a period of five (5) years from the date of this Agreement without first obtaining the written consent of Research Associates, except (a) as may be otherwise provided herein; (b) as may be required to be disclosed to a court or governmental agency; (c) as may be necessary to assist Buyer to file or prosecute patent applications concerning any Products; (d) as may be necessary to carry out any litigation concerning the Purchased Assets; or (e) as may otherwise be required by law.
