ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange.
7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party.
7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed:
(a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or
(b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement.
7.4 Nothing in this clause prevents disclosure of Confidential Information by any party:
(a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party;
(b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or
(c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause.
7.5 The S...
ANNOUNCEMENTS AND CONFIDENTIALITY. The Team will not make or permit to be made any public announcement(s) in relation to this Agreement without the prior consent of the Company nor (save as required by law) disclose to any third party any information concerning the terms or subject matter of this Agreement from the date hereof.
ANNOUNCEMENTS AND CONFIDENTIALITY. The Rider will not make or permit to be made any public announcement(s) in relation to this Agreement without the prior consent of the Company nor (save as required by law) disclose to any third party any information concerning the terms or subject matter of this Agreement from the date hereof.
ANNOUNCEMENTS AND CONFIDENTIALITY. The Pilot will not make or permit to be made any public announcement(s) in relation to this Agreement without the prior consent of the Company nor (save as required by law) disclose to any third party an information concerning the terms or subject matter of this Agreement from the date hereof.
ANNOUNCEMENTS AND CONFIDENTIALITY. 13.1 Subject to the provisions of Clause 13.2, no Party shall issue any press release or publish any circular to shareholders or any other public document or make any statement or disclosure to any person who is not a Party (including any document, statement or disclosure published, issued or made by the Sellers or any of them to any supplier to or customer of the Company or any of the Subsidiaries) in each case relating to this Agreement, its terms or the matters contained in it, without obtaining the prior written approval of the other Parties to its contents and the manner and extent of its presentation and publication or disclosure (such approval not to be unreasonably withheld or delayed or made subject to unreasonable conditions).
13.2 The provisions of Clause 13.1 do not apply to:
13.2.1 any announcement relating to or connected with or arising out of this Agreement required to be made by the Buyer:
(a) by virtue of the regulations of the US Securities and Exchange Commission; or
(b) by any court or governmental or administrative authority competent to require the same; or
(c) by any applicable law or regulation; or
13.2.2 any statement or disclosure made in good faith by the Buyer, the Company or any of the Subsidiaries after Completion for its legitimate corporate purposes, including in connection with any civil, criminal, regulatory or arbitration proceedings in any jurisdiction brought or threatened by or against it in relation to the Agreement, the documents in the Agreed Form and any other documents referred to in it or them;
13.2.3 any document, statement or disclosure published, issued or made by the Buyer, or the Company or any of the Subsidiaries after Completion to any supplier to or customer of the Company or of any of the Subsidiaries;
13.2.4 any disclosure made by a Party to its professional advisers, provided that such disclosure is made under obligations of confidentiality; or
13.2.5 any document, statement or disclosure made by the Buyer after Completion to any person to whom it proposes to assign its rights under this Agreement or who is otherwise contemplated by Clause 14.3 or 14.4.
ANNOUNCEMENTS AND CONFIDENTIALITY. 14.1 No Party may, without the consent of the other Parties, make, issue or send any public announcement, communication or circular concerning the transactions contemplated under this Agreement, except for any announcements, communications or circulars:
(1) made in compliance with Applicable Laws and the Listing Rules, provided that the Party making such disclosure has first consulted the other Parties (and taken into account the other Parties’ reasonable request as to the timing, contents and manner of despatch);
(2) made, issued or sent by a Party or a Group Company to any relevant Authority for the purposes of satisfying any of the conditions or otherwise in connection with the transaction contemplated under the Transaction Documents, provided that such Party shall as soon as reasonably practicable thereafter provide a copy of such public announcement, communication or circular to the other Parties;
(3) made, issued or sent by the Vendors and/or any of the First Vendor Associates, or any shareholders or Affiliate of the Vendors in connection with any marketing materials published or distributed for and on behalf of any shareholders or Affiliate of the Vendors, provided that no Confidential Information shall be disclosed in such materials.
14.2 If a Party is required by Applicable Laws, the Listing Rules or the requirement of any Authority with relevant powers to which a Party to this Agreement is subject or submits to make an announcement in relation to this Agreement and the transactions contemplated hereunder, the other Parties agree to use reasonable endeavours to supply all relevant information relating to itself that is within its knowledge or in its possession as may be required by any Authority (acting reasonably) to be included in the announcement.
14.3 Subject to Clause 14.1, details of negotiations relating to any Transaction Document and any information regarding any party and/or its Affiliates disclosed to the other Parties (to the extent such information is not already in the public domain and for the avoidance of doubt, any information provided to an Authority in a confidential submission shall not be considered to be in the public domain solely arising from the making of such submission) (“Confidential Information”) are confidential and shall not be disclosed to any third party (except, in relation to a Party, to its Affiliate, officers, employees, agents, investment managers and professional and other advisers and those of any Affiliate ...
ANNOUNCEMENTS AND CONFIDENTIALITY. The Company shall use the S4C Confidential Information solely for the purposes of performing its obligations under this Agreement and subject to the provisions of clause 19.2 shall not disclose the S4C Confidential Information to any person other than in confidence and on a strictly need to know basis to the Staff and the Company shall take all such steps as S4C may reasonably require to enforce any such obligations of confidentiality against any Staff. The restrictions on disclosure contained in clause 19.1 shall not apply to any information which: is in or enters the public domain other than as a consequence of, any breach of the restrictions on disclosure by the Company or any Staff; or, is required to be disclosed by law or by any regulatory body with whose rules the parties are required to comply provided that, to the extent it is legally permitted to do so, the Company gives S4C as much notice of such disclosure as possible. On termination of this Agreement, the Company shall: return to S4C all documents and materials (and any copies) containing, reflecting, incorporating or based on the S4C Confidential Information; erase all S4C Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable); and certify in writing that it has complied with the requirements of this clause, provided that the Company may retain documents and materials containing, reflecting, incorporating or based on the S4C Confidential Information to the extent required by law or any applicable regulatory body. Except as expressly stated in this Agreement, S4C makes no express or implied warranty or representation concerning the S4C Confidential Information. S4C reserves all rights in the S4C Confidential Information. No rights in respect of the S4C Confidential Information other than those expressly stated in this Agreement are granted to the Company, or are to be implied from this Agreement. The provisions of this clause 19 shall continue to apply after the termination of this Agreement.
ANNOUNCEMENTS AND CONFIDENTIALITY. 9.1 No party shall make or permit any person connected with him to make any announcement concerning this sale and purchase or any ancillary matter before, on or after Completion except as required by law or any competent regulatory body or with the written approval of the Purchaser (in the case of any EBT Seller) and Xxxxxxx and the Individual Sellers’ Representative (in the case of the Purchaser), such approval not to be unreasonably withheld or delayed.
9.2 Subject to subclause 9.1, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this agreement which relates to the provisions or the subject matter of this agreement or any document referred to herein or the negotiations relating to this agreement or any document referred to herein.
9.3 Any party may disclose information which would otherwise be confidential if and to the extent:
(a) such disclosure is required by law or any Competent Authority;
(b) that the information is disclosed on a strictly confidential basis to the professional advisers, auditors and/or bankers of that party;
(c) that the information is in, or has come into the public domain through no fault of that party;
(d) that the other parties have given their prior written approval to the disclosure; or
(e) necessary to enable that party to enforce its rights under this agreement, provided that any such information disclosed pursuant to subparagraphs (a) or (b) of this subclause 9.3, where practicable and to the extent permitted by law, shall be disclosed only after notice to each other party.
9.4 The restrictions contained in this clause 9 shall continue to apply without limit in time.
ANNOUNCEMENTS AND CONFIDENTIALITY. 8.1 Save as otherwise provided in this Agreement, none of the Parties shall disclose any information concerning this Agreement or the transactions contemplated herein or any other arrangement involving the Company, the Joint Global Coordinators, the Joint Sponsors, and the Investor without the prior written consent of the other Parties. Notwithstanding the foregoing, this Agreement may be disclosed by any Party:
(a) to the Hong Kong Stock Exchange, the SFC and/or other Regulators to which the Company, the Joint Global Coordinators and/or the Joint Sponsors is subject, and the background of the Investor and its relationship between the Company and the Investor may be described in the Public Documents to be issued by the Company and marketing, roadshow materials and other announcements to be issued by the Company, the Joint Global Coordinators and/or the Joint Sponsors in connection with the Global Offering;
(b) to the legal and financial advisors, auditors, and other advisors, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the Parties on a need-to-know basis provided that such Party shall (i) procure that each such legal, financial and other advisors, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the Party is made aware and complies with all the confidentiality obligations set forth herein and (ii) remain responsible for any breach of such confidential obligations by such legal, financial and other advisors, and affiliates, associates, directors, officers and relevant employees, representatives and agents of the Party; and
(c) otherwise by any Party as may be required by any applicable Law, any Governmental Authority or body with jurisdiction over such Party (including the Stock Exchange and the SFC) or stock exchange rules (including submitting this Agreement as a material contract to the Hong Kong Companies Registry for registration and making it available for inspection by the public in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules) or any binding judgment, order or requirement of any competent Governmental Authority.
8.2 No other reference or disclosure shall be made regarding this Agreement or any ancillary matters hereto by the Investor, except where the Investor shall have consulted the Company, the Joint Global Coordinators and the Joint Sponsors in advance to seek their prior writte...
ANNOUNCEMENTS AND CONFIDENTIALITY. 7.1 Neither of the parties will make any announcement with respect to this Agreement before Completion without the prior consent of the others.
7.2 Except as otherwise provided in this Clause 7, each party shall treat Information provided to that party by the other party to this Agreement as confidential subject to the following terms:
(a) the parties may disclose the Information or portions thereof:
(i) at the request of any regulatory, supervisory or governmental authority, institution or department; or
(ii) under court process or pursuant to statutory requirement; or
(iii) to their auditors, external counsel or accountants; or
(iv) to their affiliates or subsidiaries; or
(v) to any third party with whom they may enter into an agreement or agreements connected with the Transaction Documents on or prior to the entry by the parties into the Transaction Documents; Provided that recipients of Information under (iii), (iv) and (v) above agree to keep that Information confidential in accordance with the terms of this Clause 7.2; and
(b) the confidentiality obligation contained in this Clause 7.2 shall expire, in relation to any Information provided to either party, after a period of one year from the date such Information is provided to that party. In this Clause 7.3, “Information” means this Agreement, the transactions contemplated by this Agreement and the Transaction Documents and any agreement entered into in connection with the Transaction Documents and includes any written non-public financial, commercial or other information concerning the business and affairs of any of the parties to the Transaction Documents (whether prepared by the relevant party, its advisers or otherwise) that is provided to one party to this Agreement (the “recipient”), by or on behalf of the other party to this Agreement, on or after the date hereof, but does not include:
(i) Information that was already in the possession of the recipient prior to the date of this Agreement other than Information that was provided to the recipient in writing in connection with or for the purposes of it entering into this Agreement;
(ii) Information which is at the date of this Agreement, or after the date of this Agreement becomes, generally available to the public other than as a result of a disclosure by the recipient in breach of this Agreement; or
(iii) Information obtained by the recipient from a third party which, so far as the recipient is aware was not provided to the party in breach of a...
