Regulation FD. Each Buyer acknowledges and agrees that all of the information received by it in connection with the transactions contemplated by this Agreement and the other Transactions is of a confidential nature and may be regarded as material non-public information under Regulation FD promulgated by the SEC and that such information has been furnished to the Buyer for the sole purpose of enabling the Buyer to consider and evaluate an investment in the Units. The Buyer agrees that it will treat such information in a confidential manner, will not use such information for any purpose other than evaluating an investment in the Units, will not, directly or indirectly, trade or permit the Buyer’s agents, representatives or affiliates to trade in any securities of the Company while in possession of such information and will not, directly or indirectly, disclose or permit the Buyer’s agents, representatives or affiliates to disclose any of such information without the Company’s prior written consent. The Buyer shall make its agents, affiliates and representatives aware of the confidential nature of the information contained herein and the terms of this section including the Buyer’s agreement to not disclose such information, to not trade in the Company’s securities while in the possession of such information and to be responsible for any disclosure or other improper use of such information by such agents, affiliates or representatives. Likewise, without the Company’s prior written consent, the Buyer will not, directly or indirectly, make any statements, public announcements or other release or provision of information in any form to any trade publication, to the press or to any other person or entity whose primary business is or includes the publication or dissemination of information related to the transactions contemplated by this Agreement. In the event the Merger (or other business combination if such transaction assumes a different corporate form) is not entered into, the Company acknowledges that the information covered by this Section 2(u) will no longer be deemed material, non public information under Regulation FD.
Regulation FD. PI hereby agrees to conform to and comply with each Fund’s policies and procedures designed to ensure compliance with Regulation FD under the 1934 Act, as from time to time amended (“Regulation FD Policies”), as provided by the Fund to PI. PI and the Funds acknowledge and agree that PI and its officers, employees and registered representatives are persons who owe a duty of trust or confidence to each Fund, within the meaning of Rule 100(a)(2)(i) of Regulation FD, in providing the Services hereunder, and therefore that a Fund or persons acting on its behalf may disclose material nonpublic information regarding the Fund or its securities to PI and such officers, employees and registered representatives and the requirements of Rule 100(a) of Regulation FD will not apply to such disclosures.
Regulation FD. AGID hereby agrees to conform to and comply with each Fund’s policies and procedures designed to ensure compliance with Regulation FD under the 1934 Act, as from time to time amended (“Regulation FD Policies”), as provided by the Fund to AGID. AGID and the Funds acknowledge and agree that AGID and its officers, employees and registered representatives are persons who owe a duty of trust or confidence to each Fund, within the meaning of Rule 100(a)(2)(i) of Regulation FD, in providing the Services hereunder, and therefore that a Fund or persons acting on its behalf may disclose material nonpublic information regarding the Fund or its securities to AGID and such officers, employees and registered representatives and the requirements of Rule 100(a) of Regulation FD will not apply to such disclosures.
Regulation FD. CTS acknowledges that Client’s securities are registered with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Client’s securities are publicly traded. CTS acknowledges that Client has requested that this paragraph be included in this Agreement so that Client will be exempt from any requirement to disclose material non-public information provided to CTS in accordance with the exemption set forth in Rule 100(b)(2)(ii) of Regulation FD. Accordingly, CTS, at all times that it possesses material non-public information that would restrict CTS from effecting purchase and/or sale transactions of the Client’s securities under the Exchange Act and the rules and regulations promulgated thereunder, including Regulation FD, shall not, and it shall advise its Representatives who are in possession of such material non-public information that they shall not, effect any purchase or sale transactions, or other transactions (such as hedging transactions), of or with respect to the Client’s securities that, if effected at such time, would be in violation of the Exchange Act and the rules and regulations promulgated thereunder, including Rule 10b-5 and Regulation FD. Notwithstanding the foregoing, nothing set forth in this Section 6.4 or otherwise in this Agreement shall restrict CTS and its Representatives from engaging in purchase, sale and/or other transactions in or with respect to the Client’s securities that are not in violation of the Exchange Act, including Rule 10-b-5 and Regulation FD promulgated thereunder, whether as a result of exemptions from, exceptions to, or judicial determinations regarding, the laws, rules and regulations governing transactions while in possession of material non-public information, or for any other reason.
Regulation FD. Lender acknowledges that it is aware, and Lender will advise its directors, officers, employees, agents and advisors (collectively, “Representatives”) who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any Person who has received from an issuer material, non-public information concerning such issuer from purchasing or selling securities of such issuer or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell securities. Lender further agrees that it will keep, and it will advise its Representatives of its obligations to keep, confidential any material non-public information disclosed to Lender by Borrower or any Person acting on Borrower’s behalf. This Section 8.29 is a confidentiality agreement for purposes of Regulation FD promulgated under the Securities Exchange Act of 1934.
Regulation FD. Sec. 243.100 General rule regarding selective dis- closure. 243.101 Definitions. 243.102 No effect on antifraud liability. 243.103 No effect on Exchange Act reporting status.
Regulation FD. Lender acknowledges that Borrower may become obligated under this Agreement to disclose to Lender from time to time information regarding Borrower that may be considered material nonpublic information within the meaning of Regulation FD adopted by the Securities and Exchange Commission. Lender expressly agrees to maintain any material nonpublic information in confidence.
Regulation FD. Recipient understands that Discloser’s Confidential Information as well as the existence of the discussions concerning the Relationship and the terms of the Relationship being contemplated by the parties may be deemed material non-public information and Recipient shall not trade in the stock of Discloser while Recipient is in possession of any material non-public information conveyed hereunder.
Regulation FD. The Holder covenants and agrees that it will maintain in confidence all material, nonpublic information disclosed by the Company.
Regulation FD. The Kanen Group hereby acknowledges and confirms that it is aware and that the Kanen Affiliates have been advised that the U.S. federal securities laws prohibit any person who is in possession of any material non-public information about an Exchange Act reporting company from purchasing, selling or trading securities of such issuer-company. The Kanen Group acknowledges that the provisions of the SEC’s Regulation FD require the public announcement of previously non-public material information if that information is disclosed to anyone who has not agreed with an Exchange Act reporting issuer to maintain the confidentiality of that information. The Kanen Group agrees not to take, directly or indirectly, any action that would require the Company to make a public announcement pursuant to the requirements of Regulation FD.
