SPAC Information. Finder agrees at all times during the term of this Agreement and thereafter to hold in strictest confidence, and not to use, except in connection with Finder’s performance of services under this Agreement, and not to disclose to any person or entity without written authorization of SPAC, any Confidential Information of SPAC. As used herein, “Confidential Information” means any SPAC proprietary or confidential information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, and financial and other business information disclosed to Finder by SPAC, either directly or indirectly, in writing, orally or by drawings or inspection of documents or other tangible property. However, Confidential Information does not include any information: (i) which was lawfully in the possession of Finder without any obligation of confidentiality prior to receiving such information from SPAC; (ii) which is obtained by Finder from a source that is not prohibited from disclosing the information to Finder by an obligation of confidentiality; (iii) which is or becomes generally available to the public other than as a result of a disclosure by Finder or its agents; or (iv) which is developed independently by Finder without use of the Confidential Information or reference thereto. In the event that Finder is ordered to disclose Confidential Information pursuant to a judicial, governmental or self-regulatory organization request or an order or in a judicial or governmental proceeding (“Required Disclosure”), Finder shall, to the extent legally permissible: (i) promptly notify SPAC; (ii) take reasonable steps to assist SPAC in contesting such Required Disclosure or otherwise protecting SPAC’s rights but shall not be responsible for any costs associated with such assistance, including its own legal fees; and (iii) only disclose that portion of the Confidential Information specifically required to be disclosed pursuant to such Required Disclosure.
SPAC Information prepare and promptly provide to Carbon Revolution the SPAC Information for inclusion in the Scheme Booklet, including all information regarding the SPAC required by all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60, applicable Takeovers Panel guidance notes and the Listing Rules, and consent to the inclusion of that information in the Scheme Booklet;
SPAC Information. None of the information supplied or to be supplied by the SPAC or any of its Affiliates expressly for inclusion in the SEC Reports, mailings to the SPAC Shareholders with respect to the Offer or the Merger, any supplements thereto or in any other document filed with any Governmental Entity in connection herewith, will, at the date of filing or mailing, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the SPAC or that is included in the applicable filings). No representation or warranty is made by the SPAC with respect to statements made or incorporated by reference therein based on information supplied or to be supplied by, the SPAC, the SPAC Shareholders or any of their respective Affiliates.
