Necessary Disclosure definition

Necessary Disclosure shall have the meaning given in subsection 3.5.4.
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Necessary Disclosure has the meaning set forth in Section 5.18(d).
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Necessary Disclosure has the meaning set forth in Section 6.17(d). “Net Revenue” means, for any period, the net revenue of the Borrower and its consolidated Subsidiaries such period, as determined in accordance with the GAAP and as reported in the Borrower’s periodic report (on Form 10-Q or Form 10-K), as the case may be, filed by the Borrower with the SEC for the quarter or year ended (and, in the case of a quarterly report on Form 10-Q, the relevant quarterly reports on Form 10-Q or annual report on Form 10-K covering the preceding applicable fiscal quarters). “Note” means a promissory note in the form attached hereto as Exhibit A, as amended, restated, amended and restated, supplemented, modified or otherwise changed from time to time, and convertible into shares of Common Stock as so provided therein. “Obligations” means all Loans, any Make Whole Amount, Exit Fee, interests, fees, expenses, costs, liabilities, indebtedness and other obligations (monetary (including post-petition interest, costs, fees, expenses and other amounts, whether allowed or not) or otherwise) of (or owed by) the Borrower and the other Loan Parties under or in connection with the Facility Documents, in each case howsoever created, arising or evidenced, whether direct or indirect (including those acquired by assignment), absolute or contingent, now or hereafter existing, or due or to become due. “Outside Counsel” means, in respect of any Lender, such Lender’s outside counsel as may be designated from time to time by such Lender for purposes hereof and the other Loan Documents (including, to the extent applicable, receiving notices and communications hereunder and under the other Loan Documents).
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Examples of Necessary Disclosure in a sentence

  • Thereafter, the Company shall be permitted to make such Necessary Disclosure (only) in accordance with the Agreed Disclosure Process.

  • Thereafter, Pubco shall be permitted to make such Necessary Disclosure (only) in accordance with the Agreed Disclosure Process.

  • Thereafter, the Borrower shall be permitted to make such Necessary Disclosure (only) in accordance with the Agreed Disclosure Process.

  • Thereafter, the Company shall be permitted to make such Necessary Disclosure in accordance with the Agreed Disclosure Process.

  • Xxxxxx)) of such determination without disclosing the applicable material non-public information, and Pubco and such counsel on behalf of the applicable Investor shall endeavor to agree upon a process for making such Necessary Disclosure to the applicable Investor or its representatives that is mutually acceptable to such Investor and Pubco (an “Agreed Disclosure Process”).

  • To carry out this research, the datasets of a restaurant (typical of SME and specifically micro-sized) will be utilised.

  • Appointing SEC Continuing Disclosure Agent Phoenix Advisors, LLC of Bordentown NJ for the Filing of Necessary Disclosure Documents in Accordance with the Security Exchange Commission (SEC).

  • Thereafter, the Company shall be permitted to make such Necessary Disclosure only in accordance with the Agreed Disclosure Process.

  • Simply put, information should only be used on a “need to know” basis.‌Each MLH department must identify categories of workforce members who require access to protected health information to do their jobs as stated in the Minimum Necessary Disclosure and Determination Policy (S-10-020).

  • Xxxx) or such other counsel as shall have been designated by such Secured Party) of such determination without disclosing the applicable material non-public information, and the Borrower and such counsel on behalf of the applicable Secured Party shall endeavor to agree upon a process for making such Necessary Disclosure to the applicable Secured Party or its representatives that is mutually acceptable to such Secured Party and the Borrower (an “Agreed Disclosure Process”).


More Definitions of Necessary Disclosure

Necessary Disclosure has the meaning set forth in Section 5.1(xiii).
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Necessary Disclosure is defined in Section 7.14(c).
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Necessary Disclosure has the meaning set forth in Section 5.1(xiii). “Net Income” means, for the applicable period, for the Loan Parties on a consolidated basis, the net income (or loss) of the Loan Parties on a consolidated basis for such period, excluding any gains or non-cash losses from dispositions, any extraordinary gains or extraordinary non-cash losses and any gains or non-cash losses from discontinued operations, in each case of the Loan Parties on a consolidated basis for such period. “Net Product Sales” means, in respect of any period, the net product sales of the Borrower’s Products (representing the gross product sales, less gross to net sales adjustments) as disclosed in the Borrower’s financial statements prepared in accordance with GAAP and included in the periodic report for such period timely filed with the SEC. “No Call Expiration Date” means, with respect to a prepayment of principal upon the occurrence of a Change of Control as required pursuant to Section 2.3(b), May 11, 2020, and with respect to any other prepayment, December 31, 2020. “Notes” means the Amended and Restated Senior Secured Convertible Notes issued to the Lenders evidencing the Loan in substantially the form of Exhibit A attached to the Second Amendment, as amended by the Third Amendment and as may be further amended, restated, supplemented, replaced or otherwise modified from time to time. “Obligations” means all Loans and Disbursements, interests, fees (including any Prepayment Fees and Make Whole Interest and the Exit Payment), expenses, costs, liabilities, indebtedness and other obligations (monetary (including post-petition interest, costs, fees, expenses and other amounts, whether allowed or not) or otherwise) of (or owed by) the Borrower, the other Loan Party Obligors or any other Person under or in connection with the Loan Documents, in each case howsoever created, arising or evidenced, whether direct or 13 141540134
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Related to Necessary Disclosure

  • Disclosure shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.

  • Information Disclosure Requirements means the requirements to disclose information under:

  • Required disclosure means disclosure by the director who has a conflicting interest of:

  • Protected Disclosure means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

  • Additional Disclosure As defined in Section 3.18(a)(v).

  • Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.

  • Unauthorized disclosure or "unauthorized release" means any disclosure or release not permitted by federal or state statute or regulation, any lawful contract or written agreement, or that does not respond to a lawful order of a court or tribunal or other lawful order.

  • Covered Disclosure Information shall have the meaning set forth in Section 9.2(b) hereof.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Buyer Confidential Information has the meaning set forth in Section 6.8(a).

  • Seller Confidential Information has the meaning set forth in Section 6.4.3.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Company Confidential Information means information (including any and all combinations of individual items of information) that the Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is not generally known and which the Company wishes to maintain as confidential. Company Confidential Information includes both information disclosed by the Company to me, and information developed or learned by me during the course of my employment with the Company. Company Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted during the term of my employment), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by my then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law.

  • Purchaser Confidential Information means all confidential or proprietary documents and information concerning the Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, the Seller Representative or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company, the Seller Representative or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.

  • Other Confidential Consumer Information The Contractor agrees to comply with the requirements of AHS Rule No. 08-048 concerning access to information. The Contractor agrees to comply with any applicable Vermont State Statute, including but not limited to 12 VSA §1612 and any applicable Board of Health confidentiality regulations. The Contractor shall ensure that all of its employees and subcontractors performing services under this agreement understand the sensitive nature of the information that they may have access to and sign an affirmation of understanding regarding the information’s confidential and non- public nature.

  • Transaction Personal Information has the meaning ascribed thereto in Section 9.1;

  • Citizens Confidential Information means all information, data, and documentation, whether marked as confidential or not, disclosed to Vendor in the course of this Agreement that is either: (a) Protected under any applicable state or federal law (including Chapter 119, Florida Statutes; Sections 501.171, and 627.351(6), Florida Statutes; Chapter 69O-128, Florida Administrative Code; and, 15 U.S.C. § 6801 et seq.); (b) private information concerning Citizens’ employees or policyholders (including social security numbers, personal health information, personal credit information, banking information, drivers’ license numbers, personal email addresses, personal phone numbers, and home addresses); or, (c) related to any Citizens’ manuals, lists, operating and other systems or programs, business practices or procedures, insurance policies, claimants or claims, or any business, governmental, and regulatory matters affecting Citizens. “Citizens Confidential Information” does not include any information, data or documentation that: (a) is publicly available through no fault of Vendor or Vendor Staff; or, (b) Vendor developed independently without relying in any way on Citizens Confidential Information.

  • Business Confidential Information has the meaning set forth in Section 5.04(a).

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

  • Confidential commercial or financial information means any business information (other than trade secrets) which is exempt from the mandatory disclosure requirement of the Freedom of Information Act, 5 U.S.C. 552. Exemptions from mandatory disclosure which may be applicable to business information contained in proposals include exemption (4), which covers “commercial and financial information obtained from a person and privileged or confidential,” and exemption (9), which covers “geological and geophysical information, including maps, concerning wells.”

  • disclosure period means the period commencing on 16 July 2012 (being the date 12 months prior to the commencement of the Offer Period) and ending on the disclosure date;

  • Disclosure Undertaking means the Continuing Disclosure Undertaking, dated as of the Dated Date, relating to certain obligations contained in the SEC Rule.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Disclosed Information means the information disclosed by a Party for the purpose of settlement, negotiation, Mediation or Arbitration;