Outside Counsel Only Material. Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to any additional confidentiality or joint defense agreement the parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Allergan or AbbVie, as the case may be) or its legal counsel.
Outside Counsel Only Material or with similar restrictions. The Buyer shall be permitted to control any sales process relating to a Potential Company Remedy Action, including the selection of financial advisors to the Company in connection thereto, but shall consider in good faith the views of, and consult with, the Company in connection with any Potential Company Remedy Action and any related sales process. The Company shall provide the Buyer, to the extent permitted by applicable Laws, with information and access to data and personnel reasonably necessary to permit the Buyer to (i) expeditiously market the assets or businesses that are the subject of such Potential Company Remedy Action, (ii) prepare, negotiate and finalize documentation effecting such Potential Company Remedy Action and (iii) conduct and complete discussions with the Relevant Antitrust Authorities related to such Potential Company Remedy Action; provided that in each case such action does not unreasonably disrupt the operations of the Company and its Affiliates and Subsidiaries. The Company shall not permit any of its officers or any other representatives or agents to participate in any material meeting or material teleconference with any Potential Purchasers unless it consults with the Buyer in advance and, to the extent practicable and permitted by Law, gives the Buyer the opportunity to attend and participate thereat. The Buyer shall provide the Company with reasonable notice prior to making any request under this Section 13.1.6 to agree to any Potential Company Remedy Action and assist with the implementation of such Potential Company Remedy Action.
Outside Counsel Only Material has the meaning set forth in Section 6.03(b).
Examples of Outside Counsel Only Material in a sentence
Each of Parent and the Company, as it deems advisable and necessary, may reasonably designate competitively sensitive material provided to the other as "Outside Counsel Only Material" or with similar restrictions.
Outside Counsel Only Material and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or other Representatives of the recipient unless express permission is obtained in advance from the Company or its legal counsel.
Notwithstanding anything to the contrary contained in this Section 5.5, Outside Counsel Only Material may be redacted as necessary to comply with contractual arrangements and to address reasonable privilege concerns.
A - 11 Outside Counsel Only Material ....................................................................................................
Each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 7.4 as "Outside Counsel Only Material" and may redact from any information provided to the other Party and its counsel any references to such Party's valuation of the other Party.
More Definitions of Outside Counsel Only Material
Outside Counsel Only Material. Section 5.4(a) “Parent” Preamble “Parent Board” Recitals “Parent Capitalization Date” Section 4.4(b)
Outside Counsel Only Material. Outside Counsel Only Material and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, directors or other Representatives of the recipient unless express permission is obtained in advance from the Company or its legal counsel. Anything to the contrary contained in this Section 6.04 and Section 8.01 notwithstanding, materials provided pursuant to this Section 6.04 or Section 8.01 may be redacted (i) as necessary to comply with terms of any applicable confidentiality arrangements to which the Company or any of its Subsidiaries is a party as of the date of this Agreement (provided, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure that does not result in a violation), and (ii) as necessary to address reasonable legal privilege concerns (provided, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in such loss of any such attorney-client, attorney work product or other legal privilege); provided, however, that if any of the restrictions in the foregoing clauses (i)-(ii) shall apply, the Company shall advise Parent of the subject matter of any such information that cannot be disclosed and shall use commercially reasonable efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure protection of legal privilege.
Outside Counsel Only Material. Such material and the information contained therein shall be furnished only to the outside counsel of the other party, and, subject to any additional confidentiality or joint defense agreement the parties may mutually enter into, will not be disclosed by such outside counsel to employees, officers or directors of the other party, or to any other Person, unless express permission is obtained in advance from the source of the material or its legal counsel. Notwithstanding anything to the contrary in this Section 10.06, materials provided to the other party and its outside counsel may be redacted (x) to remove references concerning valuation, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.
Outside Counsel Only Material. Section 8.1(e) “Parties” Preamble
Outside Counsel Only Material or with similar restrictions. The Company shall keep Parent apprised of the status of Potential Company Divestiture Actions and, to the extent reasonably requested by Parent and subject to Section 6.6, shall provide Parent with information and access to data and personnel reasonably necessary to permit Parent to (i) expeditiously market the assets or businesses that are the subject of such Potential Company Divestiture Action, (ii) prepare, negotiate and finalize documentation effecting such Potential Company Divestiture, and (iii) conduct and complete discussions with Governmental Antitrust Entities related to such Potential Company Divestiture Action; provided that in each case such action does not unreasonably disrupt the operations of the Company and its Subsidiaries. The Company shall not permit any of its officers or any other representatives or agents to participate in any material meeting or material teleconference with any actual or proposed purchaser of the assets that are the subject of any Potential Company Divestiture Action unless it consults with Parent in advance and, to the extent practicable, gives Parent the opportunity to attend and participate thereat.
Outside Counsel Only Material or with similar restrictions. Such materials and the information contained therein shall be given only to the outside counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. All requests for information made pursuant to this Section 6.6 shall be directed to the executive officer or other Person designated by the Company or Parent, as the case may be. All information exchanged or made available shall be governed by the terms of the Confidentiality Agreement, dated as of July 19, 2016, by and between Parent and the Company, as amended by that certain First Amendment to the Confidentiality Agreement, dated as of August 8, 2016, that certain Second Amendment to the Confidentiality Agreement, dated as of September 14, 2016, and that certain Addendum thereto, entered into on August 24, 2016 (as it may be further amended from time to time, the “Confidentiality Agreement”).
Outside Counsel Only Material or with similar restrictions. Such material and the information contained therein shall be given only to the outside counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. All information exchanged pursuant to this Section 5.07 shall be subject to the Confidentiality Agreement. To the extent that any of the information or material furnished pursuant to this Section 5.07 or otherwise in accordance with the terms of this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.