Stockholder. The STOCKHOLDER recognizes and acknowledges that he had in the past, currently has, and in the future may possibly have, access to certain confidential information of the COMPANY, the Other Founding Companies, and/or CSI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's, the Other Founding Companies' and/or CSI's respective businesses. The STOCKHOLDER agrees that he will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSI, (b) following the Closing, such information may be disclosed by the STOCKHOLDER as is required in the course of performing his duties for CSI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information becomes known to the public generally through no fault of the STOCKHOLDER, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER shall, if possible, give prior written notice thereof to CSI and provide CSI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the STOCKHOLDER of the provisions of this Section, CSI shall be entitled to an injunction restraining the STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, STOCKHOLDER shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the COMPANY.
Appears in 3 contracts
Samples: Agreement and Plan of Organization (Comfort Systems Usa Inc), Agreement and Plan of Organization (Comfort Systems Usa Inc), Agreement and Plan of Organization (Comfort Systems Usa Inc)
Stockholder. The STOCKHOLDER Stockholder recognizes and acknowledges that he had has in the past, currently has, and in the future may possibly have, access to certain confidential information of the COMPANYCompany, the Other Founding Companies, and/or CSIPentacon, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANYCompany's, the Other Founding Companies' and/or CSIPentacon's respective businesses. The STOCKHOLDER Stockholder agrees that he will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSIPentacon, (b) following the Closing, such information may be disclosed by the STOCKHOLDER Stockholder as is required in the course of performing his duties for CSI Pentacon or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information becomes known to the public generally through no fault of the STOCKHOLDERStockholder, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER Stockholder shall, if possible, give prior written notice thereof to CSI Pentacon and provide CSI Pentacon with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the STOCKHOLDER Stockholder of the provisions of this Section, CSI Pentacon shall be entitled to an injunction restraining the STOCKHOLDER such Stockholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI Pentacon from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, STOCKHOLDER Stockholder shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the COMPANYCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Pentacon Inc), Agreement and Plan of Organization (Pentacon Inc)
Stockholder. The STOCKHOLDER Stockholder recognizes and acknowledges that he had in the past, currently has, and in the future may possibly have, access to certain confidential information of the COMPANYCompany, the Other Founding Companies, and/or CSIHome, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANYCompany's, the Other Founding Companies' and/or CSIHome's respective businesses. The STOCKHOLDER Stockholder agrees that he will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSIHome, (b) following the Closing, such information may be disclosed by the STOCKHOLDER Stockholder as is required in the course of performing his duties for CSI Home or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information becomes known to the public generally through no fault of the STOCKHOLDERStockholder, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER Stockholder shall, if possible, give prior written notice thereof to CSI Home and provide CSI Home with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the STOCKHOLDER Stockholder of the provisions of this SectionSection 14.1, CSI Home shall be entitled to an injunction restraining the STOCKHOLDER Stockholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI Home from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, STOCKHOLDER Stockholder shall have none of the above-mentioned restrictions on their his ability to disseminate confidential information with respect to the COMPANYCompany. The Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any confidential information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholder will return all confidential information pertaining to such Other Founding Company to such Other Founding Company.
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Homeusa Inc), Agreement and Plan of Organization (Homeusa Inc)
Stockholder. The STOCKHOLDER recognizes and acknowledges that he it had in the past, currently hashave, and in the future may possibly have, access to certain confidential information of the COMPANY, the Other Founding Companies, and/or CSICTS, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's'S, the Other Founding Companies' and/or CSICTS's respective businesses. The STOCKHOLDER agrees that he it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSICTS or the Other Founding Companies who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such information may be disclosed by the STOCKHOLDER as is required in the course of performing his its duties for CSI CTS or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information becomes known to the public generally through no fault of the STOCKHOLDER, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, ; provided, that that, prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER shall, if possible, give prior written notice thereof to CSI CTS and provide CSI CTS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the STOCKHOLDER of the provisions of this Section, CSI shall be entitled to an injunction restraining the STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the STOCKHOLDER shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the COMPANY.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Condor Technology GRP)
Stockholder. The STOCKHOLDER recognizes and acknowledges that he had in the past, currently has, and in the future may possibly have, access to certain confidential information of the COMPANY, the Other Founding Companies, and/or CSIVPI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's, the Other Founding Companies' and/or CSIVPI's respective businesses. The STOCKHOLDER agrees that he will shall not use, except in connection with the transactions contemplated hereby, or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except disclosures (a) to authorized representatives of CSIVPI, (b) following the Closing, such information may be disclosed by the STOCKHOLDER as is required in the course of performing his their duties for CSI VPI or the Surviving Corporation and (c) to counsel and other advisersadvisors, provided that such advisers advisors (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information is or becomes known to the public generally or to businesses operating in the noncommercial property management, rental or sales industry through no fault of the STOCKHOLDER, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER shall, if possible, give two days' prior written notice thereof to CSI VPI and provide CSI VPI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the STOCKHOLDER of the provisions of this Section, CSI VPI shall be entitled to an injunction restraining the STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI VPI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the STOCKHOLDER shall have none of the above-mentioned restrictions on their his ability to disseminate confidential information with respect to the COMPANY.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Vacation Properties International Inc)
Stockholder. The STOCKHOLDER recognizes and acknowledges that he it had in the past, currently has, and in the future may possibly have, access to certain confidential information of the COMPANY, the Other Founding Companies, and/or CSICTS, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's, the Other Founding Companies' and/or CSICTS's respective businesses. The STOCKHOLDER agrees that he it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSICTS or the Other Founding Companies who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (b) following the Closing, such information may be disclosed by the STOCKHOLDER as is required in the course of performing his its duties for CSI CTS or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information becomes known to the public generally through no fault of the STOCKHOLDER, (ii) disclosure is required by law or the order of any governmental authority Governmental Authority under color of law, ; provided, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER shall, if possible, give prior written notice thereof to CSI CTS and provide CSI CTS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the STOCKHOLDER of the provisions of this Section, CSI shall be entitled to an injunction restraining the STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the STOCKHOLDER shall have none of the above-mentioned restrictions on their his ability to disseminate confidential information with respect to the COMPANY.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Condor Technology GRP)
Stockholder. The STOCKHOLDER recognizes and acknowledges that he had in the past, currently has, and in the future may possibly have, access to certain confidential information of the COMPANYCOMPANIES, the Other Founding Companies, and/or CSIPARENT, such as operational policies, and pricing and cost policies policies, and insurance costs that are valuable, special and unique assets of the COMPANY'sCOMPANIES', the Other Founding Companies' and/or CSIPARENT's respective businesses. The STOCKHOLDER agrees that he will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSIPARENT, (b) following the Closing, such information may be disclosed by the STOCKHOLDER as is required in the course of performing his duties for CSI PARENT or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information becomes known to the public generally through no fault of the STOCKHOLDER, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER shall, if possible, shall give prior written notice thereof to CSI PARENT and provide CSI PARENT with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the STOCKHOLDER of the provisions of this Section, CSI PARENT shall be entitled to an injunction restraining the STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI PARENT from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, STOCKHOLDER shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the COMPANY.
Appears in 1 contract
Stockholder. The STOCKHOLDER recognizes and acknowledges that he has had in the past, currently has, has and in the future may possibly have, have access to certain confidential information of relating to the COMPANYCOMPANIES, the Other Founding Companies, Companies and/or CSIPC, such as operational policies, and pricing and cost policies policies, that are valuable, special and unique assets of the COMPANY'sCOMPANIES, the Other Founding Companies' Companies and/or CSIPC's respective businessesbusiness. The STOCKHOLDER agrees that he will not use or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSIthe COMPANIES, the NEWCOS, the Other Founding Companies and PC who need to know such information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, and (b) following the Closing, such information may be disclosed by the STOCKHOLDER as is required in the course of performing his their duties for CSI PC or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information becomes known to the public generally through no fault breach by the STOCKHOLDER of the STOCKHOLDERthis covenant, (ii) disclosure is required by law or the order of any governmental authority under color of lawlaw or is necessary in order to secure a consent or approval to consummate the transactions contemplated hereby, provided, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER shall, if possible, give prior written notice thereof to CSI PC and provide CSI PC with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyparty and the same prior disclosure set forth immediately above is given. In the event of a breach or threatened breach by the STOCKHOLDER of the provisions of this Section, CSI shall be entitled to an injunction restraining the STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, STOCKHOLDER shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the COMPANY.of
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Medical Manager Corp)
Stockholder. The STOCKHOLDER recognizes Company and acknowledges the Stockholder recognize and acknowledge that he they had in the past, currently hashave, and in the future may possibly have, access to certain confidential information of the COMPANYCompany, the Other Founding Companies, and/or CSIQSI, such as operational policies, trade secrets and pricing and cost policies that are valuable, special and unique assets of the COMPANYCompany's, the Other Founding Companies' and/or CSIFCI's respective businesses. The STOCKHOLDER agrees Company and the Stockholder agree that he will they shall not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSIQSI, (b) following the Closing, such information may be disclosed by the STOCKHOLDER Stockholder as is required in the course of performing his their duties for CSI QSI or the Surviving Corporation Company and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.113.1, unless (i) such information is or becomes known to the public generally or to businesses operating in the construction industry through no fault of the STOCKHOLDERCompany and the Stockholder, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, however, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER Company and the Stockholder shall, if possible, give two days' prior written notice thereof to CSI QSI and provide CSI QSI with the opportunity within such two-day period to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by the STOCKHOLDER Company or the Stockholder of the provisions of this Section, CSI QSI shall be entitled to an injunction restraining the STOCKHOLDER Company and such Stockholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI QSI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, STOCKHOLDER the Company and the Stockholder shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the COMPANYCompany.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Quanta Services Inc)
Stockholder. The STOCKHOLDER recognizes and acknowledges that he has had in the past, currently has, has and in the future may possibly have, have access to certain confidential information of relating to the COMPANY, the Other Founding Companies, Companies and/or CSIPC, such as operational policies, and pricing and cost policies policies, that are valuable, special and unique assets of the COMPANY's, the Other Founding Companies' Companies and/or CSIPC's respective businessesbusiness. The STOCKHOLDER agrees that he will not use or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CSIthe COMPANY, NEWCO, the Other Founding Companies and PC who need to know such information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, and (b) following the Closing, such information may be disclosed by the STOCKHOLDER as is required in the course of performing his duties for CSI PC or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such information becomes known to the public generally through no fault breach by the STOCKHOLDER of the STOCKHOLDERthis covenant, (ii) disclosure is required by law or the order of any governmental authority under color of lawlaw or is necessary in order to secure a consent or approval to consummate the transactions contemplated hereby, provided, that prior to disclosing any information pursuant to this clause (ii), the STOCKHOLDER shall, if possible, shall give prior written notice thereof to CSI PC and provide CSI PC with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing partyparty and the same prior disclosure set forth immediately above is given. In the event of a breach or threatened breach by the STOCKHOLDER or PC of the provisions of this Section, CSI PC shall be entitled to an injunction restraining the STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting CSI PC from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, STOCKHOLDER shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with respect to the COMPANY.for
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Medical Manager Corp)