Stockholder Confidential Information definition

Stockholder Confidential Information shall have the meaning set forth in Section 9.4(a) hereof.
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Stockholder Confidential Information means any information not generally known to the public or recognized as standard industry practice, including, without limiting the generality of the foregoing, any data, reports, interpretations, forecasts, know-how, technology, compositions, devices, plans, strategies, studies, employee information, intellectual property, the substance of agreements with clients, suppliers and others, marketing arrangements and the existence of the discussions between the parties hereto, computer code, algorithms, customer lists, supplier lists, trade secrets, product development plans, research, inventions, ideas, concepts, designs, formulae, methods or processes, whether or not patented or patentable, channels of distribution, pricing policies and records, financial records and inventory records of such Stockholder, and such other information normally understood to be confidential or otherwise designated as such in writing by the Stockholder, as well as information discerned from, based on or relating to any of the foregoing which may be prepared by any Stockholder or any of its Affiliates, all of which each Stockholder expressly acknowledges and agrees shall be confidential and proprietary information belonging to such Stockholder, and (ii) "Company Confidential Information" means any financial data, financial reports, financial forecasts, and the terms of any power purchase agreement or other agreement which is material to the operations of the Corporation. Notwithstanding the foregoing, the tax treatment or tax structure (as such terms are defined in Treasury Regulation Section 1.6011-4(c)) of any transaction shall not constitute Stockholder Confidential Information or Company Confidential Information. Upon termination of the Holding Period, each Stockholder and any Affiliate having possession of same shall return to the Corporation all documents and papers relating to the Corporation, including any Stockholder Confidential Information and Company Confidential Information, together with any copies thereof; provided that the Corporation shall allow reasonable access and use of Stockholder Confidential Information and Company Confidential Information by the Stockholders for the sole purpose of documenting such Stockholder's rights and obligations as a Stockholder.
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Stockholder Confidential Information has the meaning set forth in Section 5.5(a).
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Examples of Stockholder Confidential Information in a sentence

  • Each Stockholder acknowledges that by virtue of its holding an interest in the Corporation, its Affiliates will have access to Stockholder Confidential Information (as hereinafter defined) of each other Stockholder and Company Confidential Information (as hereinafter defined) and that the communication of such Stockholder Confidential Information or Company Confidential Information to third parties could irreparably injure the business of such other Stockholders or the Corporation.

  • Notwithstanding the foregoing, the tax treatment or tax structure (as such terms are defined in Treasury Regulation Section 1.6011-4(c)) of any transaction shall not constitute Stockholder Confidential Information or Company Confidential Information.


More Definitions of Stockholder Confidential Information

Stockholder Confidential Information means Intellectual Property Rights of a Stockholder, or its Affiliates and all information of a proprietary nature relating to a Stockholder or its Affiliates or a Stockholder's Business (other than information that is in the public domain at the time of receipt thereof by Alloy or otherwise becomes public other than as a result of the breach by Alloy of its agreement hereunder or is rightfully received from a third party without any obligation of confidentiality to a Stockholder or is independently developed by Alloy) and the terms and conditions of this Agreement. As used herein, the term "Stockholder Business" shall refer solely to the business currently being conducted by the Company and Carnegie that is the subject of the Asset Sale. Notwithstanding the foregoing, if this Agreement is terminated for any reason prior to consummation of the Merger and the other transactions contemplated hereby, the "Stockholder Business" shall be deemed to include the Business and the "Stockholder Confidential Information" shall be deemed to include the Intellectual Property Rights of the Company and Carnegie.
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Stockholder Confidential Information means, with respect to a Stockholder, any confidential or proprietary information regarding such Stockholder.
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Stockholder Confidential Information means Intellectual Property Rights and all information of a proprietary nature relating to the Stockholder Business (other than information that is in the public domain at the time of receipt thereof by Alloy or otherwise becomes public other than as a result of the breach by Alloy of its agreement hereunder or is rightfully received from a third party without any obligation of confidentiality to Stockholder or is independently developed by Alloy) and the terms and conditions of this Agreement. As used herein, the term "Stockholder Business" shall refer solely to the CRM Business that is the subject of the Asset Sale. Notwithstanding the foregoing, if this Agreement is terminated for any reason prior to consummation of the Merger and the other transactions contemplated hereby, the "Stockholder Business" shall be deemed to include the entire business of CASS and the "Stockholder Confidential Information" shall be deemed to include the Intellectual Property Rights of CASS.
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Related to Stockholder Confidential Information

  • 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.

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

  • Buyer Confidential Information shall have the meaning set forth in Section 5.1.

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

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

  • Customer Confidential Information means Confidential Information of the Customer provided to Computershare.

  • Fund Confidential Information means Confidential Information for which the Fund is the Disclosing Party.

  • State Confidential Information means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.

  • Confidential Information Breach means, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2) one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the client, the Contractor, the Department or State.

  • Proprietary and Confidential Information means trade secrets, confidential knowledge, data or any other proprietary or confidential information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but shall not include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Executive by the Company or (ii) becomes publicly known and made generally available after disclosure to Executive by the Company other than as a result of a disclosure by Executive in violation of this Agreement. By way of illustration but not limitation, “Proprietary and Confidential Information” includes: (i) trade secrets, documents, memoranda, reports, files, correspondence, lists and other written and graphic records affecting or relating to any such entity’s business; (ii) confidential marketing information including without limitation marketing strategies, customer and client names and requirements, services, prices, margins and costs; (iii) confidential financial information; (iv) personnel information (including without limitation employee compensation); and (v) other confidential business information.

  • Confidential Information has the meaning set forth in Section 6.1.

  • Contractor's Confidential Information means any information, however it is conveyed, that relates to the business affairs, developments, trade secrets, know-how, Contractor’s Personnel and suppliers of the Contractor, including IPRs, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential, including the Commercially Sensitive Information.

  • Supplier's Confidential Information means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, Know-How, personnel and suppliers of the Supplier, including IPRs, together with information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential;

  • Highly Confidential Information means Proprietary Information that is marked “Highly Confidential Information” when disclosed in written form or is otherwise designated as such hereunder.

  • Confidential or Proprietary Information means any secret, confidential or proprietary information of the Company or an affiliate (not otherwise included in the definition of a Trade Secret under this Employment Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violation of any right of the Company or its affiliates.

  • Company Information As defined in Section 4(a)(i).

  • Confidential personal information means a party’s or a party’s child’s Social Security number; date of birth; driver license number; any other names used, now or in the past; and employer’s name, address, and telephone number.

  • Proprietary Information shall have the same meaning as Confidential Information.

  • Confidential and Proprietary Information means any information that is classified as confidential in the Firm’s Global Policy on Confidential Information or that may have intrinsic value to the Firm, the Firm’s clients or other parties with which the Firm has a relationship, or that may provide the Firm with a competitive advantage, including, without limitation, any trade secrets; inventions (whether or not patentable); formulas; flow charts; computer programs; access codes or other systems information; algorithms; technology and business processes; business, product or marketing plans; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; and public information that becomes proprietary as a result of the Firm’s compilation of that information for use in its business, provided that such Confidential and Proprietary Information does not include any information which is available for use by the general public or is generally available for use within the relevant business or industry other than as a result of your action. Confidential and Proprietary Information may be in any medium or form, including, without limitation, physical documents, computer files or discs, electronic communications, videotapes, audiotapes, and oral communications.

  • Confidential Material means all information, in any form or medium, known or used by City or an Affiliate of the City which is not known to the general public, including, but not limited to, the know-how, trade secrets, strategic plans, technical information, product information, supplier information, customer information, financial information, marketing information and information as to business opportunities, methods and strategies and research and development of the City and its Affiliates. If and to the extent any Confidential Material is included in any report, assessment, diagram, memorandum or other document or copied or reproduced in any other form or medium, such report, assessment, diagram, memorandum, document or Confidential Material in such other form or medium will be deemed to be Confidential Material.

  • Shareholder Data means all information maintained on the records database of Transfer Agent concerning Shareholders.

  • Confidential Information Memorandum means the Confidential Information Memorandum of the Borrower dated December 2010 delivered to the Lenders in connection with this Agreement.